Memory
by ZS Fan
Summary: In an attempt to discover how women feel during sex, Charles Xavier meets Emmett Frost, in an encounter which would alter the events of the future. First Class AU, genderbending. Erik/Charles/Emmett, probably eventual Emmett/Charles.
1. Prologue

**Disclaimer: I don't own X-men First Class or its characters.**

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><p>Charles Xavier is bored.<p>

He isn't quite sure of the reason why he is bored. But he has been staring into thin air for the past few minutes, thinking of what he should do. Of course, there is still his thesis to write, but he has spent the last few days doing research, and has written quite a fair bit. He doubts it would take much time to complete the rest.

Charles sighs. He wonders why he feels so bored. Writing his thesis could not be the main reason; Raven often reprimanded him for burning midnight oil jotting down various theories about genetic mutations, in what she claims, an avid manner.

Perhaps it is a phase then – a phase of boredom. He remembers hearing Raven complain that she has nothing to do, that he shouldn't spend so much time on his thesis and more time with her.

"Charles?"

Charles resists the urge to sigh. He turns around, giving Raven a smile. "Yes, Raven?"

She is eying him skeptically, with a hint of disbelief in her eyes. "Why are you staring into thin air?"

"I'm just thinking, Raven," he says, lips quirking. "I was contemplating on this really interesting new theory of genetic mutations." He lies smoothly. "Would you like me to elaborate?"

Raven grimaces. "No." She says quickly. She sighs, brushing away a stray lock of blond hair. "I can't believe I thought you were slacking- I mean, taking a break. Which you totally should, you know."

A break – maybe that was what he needed to overcome this phase of boredom. Charles admits to himself he has been concentrating too much on both his thesis and his studies.

"That's a good idea, Raven." Charles gives his sister an appreciate smile. He rises from the chair. "I think I shall take a leisurely walk."

Raven blinks. "To where, Charles?"

"Why, to the library of course, I do require some research material."

He smiles in amusement as there is a pause, before Raven says in exasperation, "Can't you stop working for once?"

"Not if I want to become a professor in genetic mutations." Charles replies leisurely.

He hears Raven sigh. "Fine. At least you aren't going to the bar this time, to pick up some pretty woman." She says dryly.

Charles blinks, then smiles secretively. He turns, regarding the blonde with amusement in his blue eyes. "Ah yes, that was my favorite pastime." He says. "Those women had groovy mutations."

Charles advances forward, past Raven, who shakes her head.

"I'll see you later, Raven."

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><p>It is evening, the sky is painted in soft colors of orange and yellow with a dash of light pink. There is still the refreshing blueness in the sky as the sun sets, only the cool color has faded away to darker shades, the contrast with the prevailing warm colors in the sky giving way an elegant picture of calm and beauty which Charles finds himself smiling mildly at.<p>

He is walking along the pathway, on the way to the place Raven had been relieved that he was not going to. Charles feels slightly guilty for lying to his sister, but had he told her his true intentions, she would have insisted on tagging along, which would have been a complication in his plans.

Of course, Raven knew about his activities with women. But it had been quite a while since he had flirted or picked up a woman at the bar, and time had gradually lessened her suspicion of him.

Charles looks up at the sky, wondering what he should do when he entered the bar. He was sure he had not forgotten his tactics but the sense of inexplicable boredom was settling over him again, even at the prospect of bringing a woman home to have sex with.

Charles frowns, shaking his head. He ponders reluctantly on the possibility of getting bored of having sex with women – though he had not gotten as much opportunity to do so as he would have liked, mostly because of Raven's presence.

But could it be that he was bored of having sex with women, of sex? Charles had never imagined he would get bored of sex. It was a highly pleasurable act which more often than not left him feeling satisfied. If not of sex, what else would be exciting in his life?

Charles sighs, running a hand through his hair. Perhaps it was because he always knew how to pleasure those women, for they had been broadcasting thoughts of lust and pleasure, where they wanted him to touch them, when they wanted him to take them, thoughts so loud he couldn't block them out even if he had wanted to.

His telepathy was the problem, but not the sole problem, Charles thinks analytically. Another reason was probably because of women in general – they had highly attuned and sensitive senses and couldn't help reacting more physically and mentally to the pleasure he bestowed upon them, if their thoughts were any indication.

Women who had slept with him had wanted pleasure. Of course, he was quite sure they came home with him due to his charisma, but in the end, sex was all both parties had wanted from the start. They both knew that.

Sex as a man was of course, pleasurable, Charles had experienced firsthand a number of times. He remembers the expressions of pure pleasure on the faces of those pretty women as he had taken them on the bed, and wonders what sex feels like for a woman.

Charles blinks. His eyebrows furrow as he enters the bar, berating himself mentally. _"Don't even go there, Xavier."_

Yet, to his annoyance, the idea has taken a place in his mind. Charles looks around at all the pretty women; a woman with wavy brown hair, another with curly blonde hair; he looks at them busy flirting with men who are eying them with desire as they bat their eyelashes prettily.

Charles remembers a time when he had been younger, when he had been unable to control his telepathy. He recalls hearing thoughts, thoughts about mundane life, troubles and problems, love and sex. When he had grown a little older, he had even been able to feel the pleasure of both the man and woman during sex, more the latter than the former, wishing he could block everything out so he could concentrate on his work without his pants feeling so uncomfortably tight.

Charles remembers those years, those torturously pleasurable years which had invoked in him a desire to engage in sex when he was older. He remembers Raven not knowing a thing about the ordeal he had been going through. He had had to protect his little sister's purity.

Charles looks at the blonde woman again. For once, he looks at a woman in an analytical manner, observing her as she is now kissing the man, who has his arm wrapped around her waist as he practically devours her mouth. She is situated a few feet away from him, and Charles can feel the pleasure she is unknowingly projecting.

Charles bites his lip. He takes a deep breath, then turns in the direction of the restrooms, using his telepathy to perceive himself as invisible as he enters.

Charles looks in the mirror. He fluffs out his brown locks of hair, staring at the smooth features of his face, his own blue eyes which some women had called pretty.

Charles was no narcissist, but he knows he is not bad looking. Women had called him handsome after all, handsome and charming, though they had associated the word 'pretty' with him, attributing it to mostly his blue eyes.

Charles inhales. How was he to turn himself, a man whom women had called handsome, to a pretty girl?

Charles stares at his reflection, raising a hand to touch his cheek. It is smooth. He removes his hand, placing two fingers on his palm, sliding them down. The skin is almost as smooth as that of his cheek.

So, he had the smooth skin down; it was only expected with him cooping himself up in his study for long periods of time. He had only gone to work out when Raven had asked him to, not wanting his little sister to go alone even if she could defend herself against any possible aggressors.

Charles rolls back his sleeve, looking at his arm. He flexes his arm, noticing he does have muscles despite being an introvert, but they are a far go from what he has seen on other men. Despite that, his body can be considered as muscular – slender, but muscular all the same.

"_Must have been all those workouts with Raven." _Charles thinks. He rolls back his pant sleeve, running a hand along the exposed smooth skin.

His legs are quite strong – jogging is a hobby of his after all. Charles makes a thoughtful noise, before straightening and looking back into the mirror. It would be helpful if he had a dressing mirror, but this would have to do.

When he is ready, he closes his eyes. Taking in a deep breath, Charles projects an image of himself in his mind. He leaves his blue eyes, but remembers the woman's eyelashes and decides to lengthen his own. He imagines a wig of brown, slightly wavy hair replacing his own brown curls, adding a luscious shine to his new hairstyle. He decides to not change the appearance of his limbs, remembering how strong Raven was despite her pretty blonde girl look, but modifies his lips to look more feminine.

When Charles opens his eyes, he sees a brown haired woman staring back at him. He sees his own blue eyes, made prettier and wider by longer eyelashes, sees his brown curls replaced by long, curling locks of the same shade of brown. He smiles, and the girl in the mirror smiles back at him, her cherry red lips curling in bemusement.

But the girl he has deemed pretty enough to be able to gain a man's attention is flat-chested. Charles sighs, feeling warmth on his cheeks as he realizes what he has to do next.

The telepath sends a quick prayer before he begins to strip, flushing at the notion of what he was going to do.

He was sure Raven would hit him and call him worse than a pervert if she ever found out.

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><p>Charles's face is still red as he exits the bathroom, in the physical appearance of a brown haired woman. He is wearing- or rather, has projected himself to be seen to be wearing a tight-fitting black blouse with a silver lining and has shortened the length of his long pants, giving them a more feminine design. He had even given his ears two simple but shining silver hoops.<p>

"_I could be a fashion designer,"_ Charles thinks dryly to himself as he touches a finger inconspicuously to the newly formed projection on his chest. _"I already feel strange, and I'm not even wearing a skirt."_

"_Well, too late to back out."_ Charles strides forward, before slowing his pace as he remembers his current appearance. He roams his gaze around the bar, trying to walk the way he had seen Raven and other women do. _"I hope this works._"

It feels strange to be looking at other men instead of women, but it surprisingly isn't long before one who is alone catches his attention. The man is blond, with his back turned to him, and Charles finds himself start to walk to the counter, but stops in his tracks when he sees a black haired woman approach the man.

He sees the woman bending her body to lean close towards the blond man, sees the seductive smile on her pretty face, her lips red with lipstick as they move sinuously. He cannot hear what she is saying, and is tempted to move closer but did not want to seen to be eavesdropping.

Charles sees the man turn his head. He stands and looks as the man replies the black haired woman, his fingers curled around a glass. His lips are curved in an amused smile, but in this angle Charles can see the man's eyes and they look bored, as if he was entirely uninterested in the woman.

The woman now has an offended expression on her face, but the man doesn't seem to care. He takes a sip from the glass in his hand, raising an eyebrow at her. Charles sees the man turn his gaze back to the front as the dark haired woman brings her body scantily clad body closer towards him.

And then the man turns his head back so fast it is as if it had never left that position. With the glass still in his hands, he smiles at the woman, but it is a cold smile. Charles does not hear the words he speaks, but he gets the gist of the conversation as the man raises his free hand in an offhand gesture towards the woman, lips curling at their edges.

The woman narrows her eyes, glares at the man then saunters haughtily away. The blond man smiles in satisfaction and turns his attention back to the glass in his hand.

That is when Charles decides to make his move. He walks to the counter, seating himself beside the man. If he was to do this he might as well flirt with someone intriguing, someone whom seemed to be a challenge.

"Hey there." He begins in a soft, female voice.

The man who had rejected the woman from before is drinking. Charles waits patiently for him to finish his drink, before he turns to him with a raised eyebrow. "Who are you?"

"Well, I'll tell you my name if you tell me yours." Charles says with a smile.

The man looks interested now, interested enough to put his glass down. "Shouldn't it be ladies first?" He asks in bemusement.

Charles's smile turns sly. He does not try to read the man's mind – he has decided to forbid the use of his telepathy on this experiment, for the sake of an exciting challenge. "From that little fiasco earlier, I doubt you're a gentleman."

The man merely smiles, his blue eyes glimmering with amusement. "Interesting." He says, and his eyes look like they're staring right into Charles's soul.

"I find you intriguing as well," Charles says without thinking. But the man does not show any reaction, and he finds himself placing his hand on the man's shoulder, leaning closer to him, his feminine voice husky. "Intriguing enough to want you to leave with me."

The man smiles. He raises his fingers to Charles's cheek, brushing them against the smooth skin. His blue eyes are less cold as he speaks, "And what makes you think _I_ would be interested enough to leave with you?"

A proud one, Charles thinks about the way the stranger has phrased his words. Normally, the man would be the one advancing verbally, but he finds he doesn't mind – he is more suited to the role anyway; and it only makes the challenge more exciting.

Charles smiles. "Because you find me pretty." He says in a matter of fact tone. He slips his slender body forward, looping an arm around the man's neck and murmuring as he meets those blue eyes with his own. "Because you called me interesting, because we both want sex."

A flash of surprise crosses the man's expression, and Charles lets a hint of smugness slip into his smile. But the man recovers quickly, and he gives Charles a bemused smile.

"Sex, huh? You're interested in that?"

Charles blinks. "I wouldn't be talking to you if I wasn't, would I?"

The man's smile seems to widen at his comment. He reaches his hands forward, placing them on the upper part of Charles's chest. "My place or yours?"

"Neither," Charles smiles back. He places his free hand on the man's right wrist.

"I'm sure we would both prefer a hotel."


	2. Chapter 1: Emmett & Charlene

Author's Note : Thank you to the people whom read, especially those who reviewed :) Here's the first, long chapter.

_**Disclaimer: I don't own X-men First Class or its characters.**_

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><p>When they arrive in the hotel room, the stranger ( Charles realizes he still doesn't know the man's name ) closes and locks the door behind them.<p>

Charles makes his way to the bed. He slides himself onto the sheets, lying on the bed in a seductive manner which some of the women he had slept with had done, staring at his lover for the night with a smile on his face.

The stranger smiles back. He advances towards the bed in an almost casual fashion, climbing onto it gracefully.

Charles tenses reflexively as the man straddles him, his hands on his shoulders. Surprisingly, the man notices.

"Nervous?"

Charles smiles, raising his hand to the man's cheek. "Maybe."

The man smiles, his blond hair shading blue eyes. "And you seemed confident back there." He murmurs, a hint of surprise in his voice. "First time?"

Charles looks up at him. The skin under his hand feels as smooth as his own, as smooth as that of a woman. His body is lean and slender, his blue eyes shining with amusement, hiding a certain detached coldness which tempts Charles to reach into his mind.

A cold person, and perhaps a cold mind. Good; that meant no personal attachments. No emotions involved.

"Perhaps."

The blond man smirks. "An ambiguous one, aren't you?"

Charles makes a vague noise of agreement. Then he remembers he has forgotten to introduce himself. "I'm Charle-" he pauses. "Charlene."

"A pretty name." The man says. He smiles, the coldness in his blue eyes shining like a blue mist. "You can call me Emmett."

"Emmett." Charles says.

"Emmett." Emmett agrees.

Charles blinks, suddenly feeling unsure of this particular endeavor he has taken on. Why had he introduced himself when he hadn't before? He didn't know this man – didn't want to know him; he knew what they were about to do but it was a once in a lifetime thing; well, twice or thrice if he liked it. After all, he was merely here to try experiencing a unique sexual experience. He was a scientist after all.

Charles's lips quirk. "Emmett, that's a lovely name," against his will, his natural flirting tactics emerge. He reaches out his other hand, letting the hand on Emmett's cheek fall to his neck. Charles wraps his arms around Emmett's neck, staring at him in the way the women he had bedded had stared at him, eyes half lidded and sultry. It was highly unlikely Emmett would ever find out his true identity, but it was good to be safer than sorry all the same.

The words leave his lips before he can stop them. "Let's fuck."

Emmett doesn't so much as blink, that fox- vixen like smile, even, still on his smooth face. "With pleasure."

With those words, Charles's lips are captured, a hand quickly slipping up his shirt. He can't help but gasp as Emmett's thumb brushes against his nipple, arching off the bed with a surprised moan into Emmett's mouth.

Emmett is a great kisser- Charles has to dazedly admit. He kisses Charles passionately, thoroughly, exploring every inch of his mouth. He thrusts his tongue in a way which sends a strange sensation pooling at Charles's stomach, his hands squeezing Charles's breasts and causing him to whimper.

So this is what a man's kiss feels like – Charles thinks blearily as Emmett ravages his mouth. He had only kissed and slept with women before, and it was only with much hesitation and the desire to explore the female body that he had taken a risk to seek out a different kind of pleasure.

They break apart when oxygen is lacking. Charles pants as he watches Emmett licks his lips, face slightly flushed but otherwise unaffected by their make out session.

Emmett doesn't give him a chance to catch his breath, swooping down and Charles realizes with a start that his top is bare. Emmett's hands are still on his breasts and they move up as Emmett's sinful mouth closes over his left breast and sucks.

Charles makes a surprised sound, which turns into something which sounds like a squeal when Emmett bites down on his breast, his other hand tweaking the nipple of his right breast. He moans, whimpering, feeling something warm between his legs as Emmett's cock rubs against him.

"Ahhhh…." Charles whimpers, his fists clenched tight at the pleasure assaulting his senses. Emmett gives a particularly hard bite and he screams, throwing his head back. "Ahhhh!"

Emmett smirks, withdrawing and staring down at the panting and flushed Charles with a hungry lust in his eyes. "You look absolutely breathtaking, Charlene." He says huskily.

Charles whimpers, too breathless and helplessly aroused to do anything else.

The blond smiles. He is still fully clothed, and he sets to work removing his shirt, his gaze never leaving Charles's form.

"Not wearing a bra, you're a naughty girl, aren't you?" He says as he unbuckles his belt, throwing it to the floor and sliding his pants down to reveal his throbbing cock.

"You're a naughty boy." Charles manages to breathe as he stares at Emmett's erection and he laughs, fond amusement in his icy blue eyes.

"You're a virgin." Emmett says as he holds Charles's wrists above his head with one hand, the other hand moving to pull down Charles's pants. Charles immediately projects a strong image of what Emmett is supposed to see.

Emmett smiles, hooking his index finger onto the delicate material as Charles blushes at the memory of Raven forcing him to wash her clothes for her. He traces a finger down the thin layer, earning a gasp from Charles.

"You're quivering," Emmett says, smiling in amusement as he meets Charles's blue eyes, and the coldness that Charles had seen seemed to have faded. "Are you scared?"

"It's just nerves," Charles says, almost snaps.

To his annoyance, Emmett's smile widens, and Charles wonders what exactly possessed him to go through with this. "Don't worry. I'll help you relax."

A gasp is torn out of Charles's throat as Emmett's fingers dig into the soft material of his, or rather, Raven's underwear. His fingers move down, and then he begins to _stroke_.

Charles almost screams at the sudden pleasure assaulting his senses. But he finds he lacks the breath for that, and can only squirm and moan and mewl – like, like a woman.

"Ahhhh!" He whimpers softly, for a moment tempted to remove the perception of the image from _his_ own mind to see if he would be able to gain more pleasure without the thin material in the way. "Ah!"

He is squealing like the women he's fucked, but he can't bring himself to care. Touching himself in his perception of a female body was one thing, having someone teasing his new, sensitive part through his thin underwear was another altogether. He very rarely stroked any woman, had only fucked them and kneaded their breasts. It had seemed to be enough for them, and brought enough pleasure to them both.

But this, this was something else altogether. Charles moaned, biting his lip. God, if Emmett didn't stop soon he was going to come and dirty his underwear-

"Mm. I think you're wet enough, Charlene."

Charles watches with dazed eyes as Emmett withdraws, tongue darting out to lick his finger. "W-What?"

Emmett looks at him with lust in his eyes and Charles feels his violated place become…wet. He blushes at the very notion, and hates the smug smile on Emmett's face.

"It really is your first time, huh? I never would have guessed."

"_It's my first time as a woman."_ Charles wants to snap at him, but manages to restrain himself. He thanks his great control over his powers that Emmett is still perceiving him as a woman, though he is the slightest bit tempted to shed his disguise to see the look on that irritating, smiling face.

Emmett pulls down his panties, that annoying smile still on his face as he says huskily, "You're leaking. Should I go down on you, Charlene?"

"Just fuck me already." Charles replies gruffly, annoyed and steaming in his desire for the pleasure.

Emmett smiles in an amused way. "It'll hurt you know. You are a virgin, aren't you?"

But even he seems to have his limits. Charles can clearly see his erect cock near the tiny entrance and before he can have any second thoughts of letting something so _big_ into him, Emmett enters him in one swift thrust.

Charles screams. He can't help it – the pain is excruciating, worse than excruciating. He sobs, tears running down his cheeks, feeling a tinge of guilt and regret for having entered women as fast and rough as Emmett had entered him.

Emmett kisses the tears off his cheeks, murmuring softly. "Do you want to stop, Charlene? Do you want me to pull out?"

"No," Charles manages to gasp. He reaches out his free hands and wraps them around Emmett's neck. He refused to change his mind just because it was naturally painful. "C-Continue."

Without a word, Emmett obeys. Charles grits his teeth hard as he pulls out slightly before sheathing himself in again. The pain is still there but there is pleasure emerging after a while. It is a mix of pain and pleasure and Charles wonders why those women had been able to feel just pleasure when Emmett hits something in him which gives him his answer.

A scream leaves Charles's mouth, but this time it is one brought about by pleasure. His hands automatically tighten themselves around Emmett's neck as the blond's lips brush against his ear. "Looks like I found it."

And then he fucks. His thrusts are well timed and accurate and somehow always hit that spot deep inside Charles which made him scream, writhing on the bed in pleasure. "Emmett!"

"Yes my sweetheart?" Despite the almost mocking words, Emmett's voice sounds the slightest bit rough, a refreshing contrast from his smooth tone of before.

"Faster! Harder!" Charles says breathlessly with pleading, pleasure filled blue eyes. "Please!"

Emmett growls, his first outward sign of losing control, Charles thinks dazedly. "With pleasure."

Charles moans wantonly as Emmett pounds into him, fast and hard, panting and exhaling fast, hot breaths onto his sensitive skin. And oh fuck, it feels so _good_, no wonder those women had been more than willing to have sex with him, Charles cannot stop screaming even when he wants to, and he is quite sure he won't stop until he loses his voice-

"Charlene," Emmett's voice is definitely rough and full of desire and pleasure. Charles hears a grunt, and then white flashes across his vision again and he moans, blearily taking in Emmett's words. "Fuck, you're so _tight_."

Charles shouldn't be so surprised – he has been in the same position as Emmett before, though he had never had sex with a virgin. Nevertheless, he has muttered or groaned more or less the same words into women's ears; but it is still quite an eye opener to hear the suave man use the most vulgar of words.

Charles does not know why he is so attentive to this man who he is probably never going to see again. He vaguely thinks it may be because he may be a mutant like him but couldn't remember sensing it-

Then his train of thought is cut off when Emmett gives a particularly hard and violent thrust, right at that sweet spot and Charles is screaming louder than ever, screaming Emmett's name. He feels himself clench around Emmett's cock as white stars burst behind his eyes and something warm and vaguely pleasant floods his entire being.

"Charlene." He hears Emmett groan lowly into his ear, and cannot help but feel a brief flash of arousal. But it is only for a moment for soon Emmett is collapsed on top of him, and Charles realizes that he must have released his seed into him. He wraps his sweaty arms around Emmett whom is still inside him, inhaling and exhaling and trying to come down from the high, laying in silence in the warm aftermath of their sexual encounter.

It is a while before either of them moves. Charles has managed to regain his breath when he feels Emmett lifts his head from his neck, his lips brushing by his ear.

"Should have used a condom." Emmett mutters into his ear. "I won't be responsible if you get pregnant."

"That won't happen." Charles says tiredly, but doesn't say why.

He is quite sure of the impossibility of him getting pregnant…unless there is another mutation of his which he is unaware of. Charles prays to all the deities that it wouldn't be so – he wouldn't be able to handle carrying around a child in his non existent womb and Raven laughing her ass off at him for his worst blunder yet. Charles cringes at the image.

It would be the only mutation which he would not find groovy.

"What's wrong?" Emmett's voice is teasing. "Am I too heavy for you, Charlene?"

Why had he chosen that name again? Oh right, it was because he had almost revealed his real, male name. Charles sighs, wondering why he was so unlucky to get such an infuriating, playful lover for his first time as a woman.

But he had to admit, Emmett was excellent in bed. Any woman would find it extremely pleasurable sleeping with him and Charles had been no exception – for the time he was a woman in perceived form, at least. He was almost jealous of the other man's skills in the bedroom.

Ah yes, his perceived form. He hadn't been a hundred percent sure it would work but it had, to his surprise and pride. Charles looked at himself, relieved he was still in his perceived female form.

"We won't be seeing each other after this." He says to Emmett.

He knows Emmett is smiling. "And?"

Charles rolls his eyes. "So we should say goodbye?" He asks sarcastically.

Emmett chuckles against his neck. Charles watches wearily as he rolls off him, looking down at him with an amused smile but warm blue eyes. "You want to be my girlfriend then?"

"W-What?" Charles splutters, eyes wide. "What- I didn't say that!"

Emmett shrugs. "Just for the sex." He says. "I'm a sexual creature, if you haven't noticed." He smirks. "I made your first time absolutely mind-blowing, didn't I, Charlene?"

Charles blushes, to his absolute mortification. "Shut up, pervert." He spits, and red begins to creep up his neck.

Oh Christ, why was he acting like a woman? Must have been his conviction of himself in a woman's body – maybe he had accidentally convinced his mind to alter his thoughts too, not just his perception of reality. Charles silently swears he won't ever attempt such a disastrous method for pleasure ever again- he would lose all his dignity if that were the case.

Emmett grins. It is a new expression on his face but annoying all the same, Charles thinks, as he says with his usual amused expression on his face. "How cute. For lack of a better word."

He flops down onto his back on the bed, completely shameless of being stark naked. Charles watches with wary blue eyes as Emmett turns to him, smiling. "I almost wish I could stay with you."

"Why can't you?" Charles asks. Emmett blinks and he quickly adds, "For curiosity's sake."

"Fallen for me already, Charlene?" Emmett jokes lightly as he reaches out a hand to run through Charles's image of long brown locks. "I have a mission to do."

"A mission?"

"Yeah."

"Are you from the CIA?" Charles asks, genuinely curious.

Emmett smiles as he strokes Charles's hair. "That's about as far from it as I can get," he says dryly. "My mission is an important one, you can call it a personal agenda."

"Agenda or vendetta?"

Emmett blinks, then smirks. "I like a smart woman." He says simply. "It's somewhere between the two, if I were to be honest."

"You are on a quest for revenge?" Charles questions, interested.

"A quest for order of the world, actually." Emmett replies vaguely, his hand still in Charles's brown hair. "Rightful order."

"That sounds groovy," Charles finds himself smiling genuinely, interested in this mysterious stranger he has met by chance. "Will you tell me about it?"

For the first time, he sees hesitation on Emmett's features. "It's a secret."

Charles blinks, almost innocently. "I won't tell anyone." He reassures. He pauses, feeling guilty at Emmett's conflicted expression. "But it's alright if you don't want to – I mean, we've just met-"

He trails off, and Emmett sighs. "Alright. Promise you won't tell anyone?"

"I won't." Charles promises.

Emmett smiles and holds out his hand, extending his thumb. "Pinky promise, Charlene."

Charles has to resist the urge to roll his eyes. How ironic that Emmett, this – this sex god with women was making such a childish request. But he acquiesced, and pressed his thumb against Emmett's. "I promise."

Emmett smiles at him. They retrieve their hands, and meet each other's eyes. "Right, good. Have you heard of mutants, Charlene?"

Charles's eyes widen. "M-Mutants?"

Emmett nods, "Yeah, mutants." He says seriously. He removes his hand from Charles's hair, running it through his own blond locks in a casual fashion. "Well to start with, I'm a mutant."

"Define mutant?"

"We're a race of special humans, I'd say," Emmett smirks. "Though most people wouldn't agree with me. But to put things short, we're humans whom have been genetically modified, with the X-gene, if I'm not wrong. You can think of us as the evolved form of the human species."

"_Why didn't I sense him?"_ Charles thinks almost frantically as Emmett stares at him with serious blue eyes. "I-um, I mean, what does being a…mutant entail?"

"A lot of things, good and bad, but I wouldn't want to scar you," Emmett says, lips quirking in dry amusement. "The good point is that it gives us powers, of course."

"And what is your power?"

"_This," _Emmett says, his lips not moving. Charles's eyes widen as he realizes the voice was inside his mind.

"Y-You're a telepath?"

"Yeah," Emmett admits. He smiles, almost sadly. "Surprised?"

"_Definitely, but not for the reason you think_," Charles thinks, trying to absorb the new information. Then he abruptly stops as Emmett is staring at him.

"For what reason then, Charlene?"

"N-Nothing. I mean, I was just surprised because I didn't expect you to be a telepath. I-I mean, when you said powers, I was thinking of ice or fire power or something…" Charles rambles, making sure to keep his thoughts carefully guarded. And maintain his current appearance, of course.

"Well, sorry for not living up to your expectations," Emmett says, but in a light hearted manner. "But telepathy is a pretty cool power."

"Yes it is, I mean, it must be since you say so," Charles says. God, someone remind him to never engage in important conversations post coital. "I'm not a telepath but I think it must be groovy to be one." Great, now not only was he a liar but an egoist as well.

"So you think my mutation is groovy?"

"Yes," Charles nods eagerly with a smile. At least he was not lying this time. This was familiar territory. "Your mutation…telepathy, is indeed groovy."

"I'm flattered." Emmett smiles, a certain fondness in his initially cold blue eyes. "So, what do you know about telepathy, Charlene?"

"Not much," Charles lies smoothly. Maybe he would have become an actor were he not a professor in genetics mutation, the very thing he is lying about. "I've read some stuff, but I'm not sure how much of it is true." Another lie – everything he knows about telepathy is 100 percent accurate information.

"Would you tell me about it?"

"Tell you? Well I guess I'm fortunate since I'm not that powerful a telepath. I can read people's thoughts, plant ideas into their mind and all, but my power's easy to control. I don't have to listen to random voices like some powerful telepaths do, unless they're thinking really loud and are close to me, like you were just now." Emmett explains at length. "You can say I can choose which mind to enter and which mind to exit. I don't have to listen to all the crap people think all the time. "

"_Lucky you," _Charles thinks softly, bitterly, remembering the multitude of voices in his head. But he gives Emmett a smile, changing the tone of his words to soft and shy. "Lucky you, then. You don't have to suffer." Nope, there wasn't the slightest bit of bitterness in his words. How far would Emmett push his newly discovered talent in acting?

"Yeah," Emmett smirks, "But that means I can't be aware of people's minds unless I actively search, whether they're a telepath or not." He shrugs. "It's kind of troublesome, but it's better than the other option."

"_Oh," _Charles thinks in relief. He relaxes, "_So that explains why he doesn't know my true identity. Though, why can't I seem to feel his mind?"_

"Hey Charlene," Emmett says suddenly, and Charles tunes back in to reality. "You seem to be pretty accepting of this." He raises an eyebrow. "Are you a professor or researcher of genetic mutations or something?"

"_Right on the dot, Emmett;"_ Charles thinks dryly. "_Unlike you,_ _I don't like a smart man."_

But he smiles, with completely no sarcasm at all, and says, "No way, I mean, I am a professor, but of science." Well, he wasn't completely lying. Genetic mutation was a science, a perfect science.

"What kind of Science?"

"Biology, I find it a really interesting and fascinating subject with all the groovy…m-makings and cells and workings of the human body." genetic mutations were part of biology, after all. Charles prided himself in finding loopholes to avoid lying more than he already had. He smiles at Emmett, in what he hopes is a sweet manner, and yawns lightly. "I'm tired, Emmett. I'm going to sleep. Goodnight."

"Hmmm." Emmett says, and draws Charles close to him, making him blink in surprise.

"Emmett?"

Emmett smiles at him. "What? I like to cuddle after sex."

"You don't seem the type." Charles states bluntly.

"Well, there is the saying to never judge a book by its cover…"

Charles sighs, but indulges him. "Fine."

Emmett smirks in victory, and wraps his arms around Charles. Charles blushes as he realizes Emmett is practically spooning him while they're both completely naked, with him in a female body, no less. Though he wasn't completely sure he would be more comfortable with his own body so close to another male.

"Relax, Charlene," Emmett murmurs, but they're so close Charles can feel his cock brushing against his thigh. "I can feel the heat radiating off your face. There's nothing to be embarrassed about, is there? We've already had sex and told each other about our lives."

He was so out of it that he didn't realize they'd been talking normally to each other while being completely naked. Charles stares, decides that the adventurous night is the weirdest thing that has ever happened to him, and closes his eyes.

"Besides, we won't see each other again," Emmett says in a low voice tinged with something Charles was too tired to identify. "And I'll admit, I quite like you."

Charles opens his blue eyes, raising his gaze to meet Emmett's warm but melancholic eyes. "You could always leave your number behind, you know." He murmurs, too sleepy to be truly aware of what he is saying. "I am quite sure we could find the time to chat about groovy mutations."

Emmett blinks, then stares, but Charles is already closing his eyes again, leaning into Emmett. "Goodnight, Emmett."

There is a silence, before Emmett's grip tightens the slightest bit and he says, warmness in his fondly amused voice.

"That's a good idea. Goodnight, Charlene."


	3. Chapter 2: The Promise

Author's Note : Thanks to the people who read and reviewed the last chapter! I really appreciate the feedback :) I hope those who are reading this story enjoy it as well.

Anyway, for those who are curious about how Emmett and Charlene look like, pre First Class, I will post their pictures on my profile. Just scroll down to the bottom and copy and paste the links :) The images are suggestions of people on livejournal, I've already gotten the permission of one of them and have just asked the other.

**Disclaimer: I don't own X-Men First Class or its characters.**

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><p>Charles wakes up to the harsh glare of sunlight. He closes his eyes again and yawns, promptly rolling over to sleep again.<p>

Then the images of last night hit him and his eyes shoot open. He scrambles, scooting back on the bed, eyes darting, looking for the lean body which had been so close to his own.

There was no one in sight. He is alone. Charles sighs. He runs a hand through his hair and realizes its back to its normal length, and freezes.

"Oh shit," he mutters, panic tinging his voice. He looks down and sees the lack of breasts and the return of his precious cock and groans.

"He didn't see, did he?" He murmurs to himself. Charles contemplates for a moment, then shakes his head. "He couldn't have, or he'd have woken me up and demanded an explanation for sure."

Charles sighs. He moves to slide off the bed in the hotel, grateful for his powerful telepathy for the moment. He looks back at the empty bed, and blinks as he glimpses a key on a wad of paper lying innocently on the bed.

He moves to pick it the piece of paper up, staring at it curiously. The words on it are written in neat, cursive handwriting; the strokes smooth and elegant, as if the handwriting was a girl's.

_Groovy mutations – I quite like that description. Call me so we can arrange a time to talk about it, as you say, Charlene._

_Emmett_

There is a pager number written in the same handwriting at the bottom. Charles blinks.

It takes his sleep addled mind some time to process the information. Emmett had given him, well, Charlene; his number and expected her to call him to arrange a meeting.

Right. Emmett was a mutant. A telepath; like him. A telepath on a vendetta slash personal agenda, possibly for the sake of mutants.

Charles shakes his head. He swore he would never have sex as a woman again, no matter how good it felt; if it trailed along these many complications and muddled up his clear mind.

The telepath is interrupted in his thoughts by the sound of a familiar beeping sound coming from the pocket of his pants on the floor.

"_Raven,"_ he thinks as he gets off the bed and proceeds to the piece of clothing. _"She's probably wondering where I am."_

He slides his hand into the pocket and retrieves his pager, looking at the message.

_Where are you, Charles?_!

**Hotel; I'll be back soon.**

Charles sends the message, then gets to his feet. He moves to gather up his clothes, placing them neatly on the edge of the bed.

They had chosen quite a luxurious hotel. Charles had offered to pay, out of habit, but Emmett had just smiled at him and said he couldn't let a lady pay.

Charles turns his gaze to the bathroom. He heads towards it, brushing away the image of Emmett's mockingly amused smile.

He would have to get rid of the scent of sex first.

* * *

><p>"Where were you?<em>!<em>" Raven shouts at him the moment he steps into the apartment.

"I told you I was going to get some research papers." Charles says.

Raven narrows her eyes at him, crossing her arms. "Right, getting those papers until the next morning, in a hotel? And where are those research papers?"

Charles blinks, then sighs at Raven's accusing stare. "Alright, I'll confess. I went to see a friend of mine."

"You don't have any friends besides me, Charles."

"Touché, Raven." Charles shakes his head. "Right, you're my only friend. But I can't exactly sleep with you, can I?" He says dryly.

"You had sex with someone again?"

"There's no need to look so surprised, Raven. It has been quite some time." Charles defends himself. He strides forward, past her. "If you would excuse me, I'll just head to my room to work on my thesis now."

"What's that piece of paper in your hand?" Raven asks suddenly.

Charles stops. "Nothing." He says. "Just that woman's phone number."

And before Raven can probe him any further, he retreats to the safety of his room.

* * *

><p>Charles stares at his thesis, then closes his eyes with an inward sigh. For some absurd reason, he couldn't concentrate. Every time he thought of the topic, genetic mutations, the image of the other telepath appeared in his mind. He half wishes he had mentally convinced himself that he was also mentally female, but he hadn't.<p>

Which meant that the only reason why he was still thinking of the other man was because of the surprising revelation he had made.

"Another telepath," Charles murmurs softly as he remembers the sight of blond hair and blue eyes. "How intriguing."

Unconsciously, he glances at the piece of paper on the table, illuminated by the desk lamp. Charles reaches out to pick it up, his other hand extending to grab his pager.

_**"You said you wanted to talk about groovy mutations?**" _Charles types. He cannot call Emmett, not with his current form.

He sends the message, and it isn't long before there is a beep and he checks his pager again.

"_It would be my pleasure. Are you free at 2.00PM?"_

**_"Yes." _**Charles replies.

There is another beep, and Charles is informed of their meeting place. He raises an eyebrow at the word, _'date'_, but commits the location to his memory before replying Emmett.

_**"I mean no offence Emmett, but I wouldn't call it a date**." _He sends the message, then resolutely puts the pager down.

It seemed like he was able to concentrate better now. All the information about genetic mutations from research papers, theories he himself had developed, flowed into his mind and onto the paper in his cursive handwriting.

Charles smiles as he writes his thesis, turning pages and writing at a rate which would have had Raven raising her eyebrow at him.

He realizes the arranged meeting with Emmett has pumped adrenaline into his veins. Charles smiles at the notion that there are other mutants like him and Raven. His smile widens as he thinks of being able to talk to them; but then blinks as he remembers Emmett had called it a date and they were probably going to be alone, with him in his perceived female form.

"_Oh well," _Charles thinks to himself. _"I'm sure I'll be able to think of some way to bring up the topic."_

He remembers Emmett talking about his mission of justice for mutant kind – which meant there were people he knew who were mutants as well. Charles has countless theories of genetic mutations in his head, but he had never gotten the chance to examine those theories on a practical scale.

Charles smiles. He wonders what kind of mutations Emmett's friends would have. Maybe they were telepaths like him, or had the power to control an element? It would be something he has never seen before and the mere thought excites him. Perhaps he could even convince Emmett to introduce him to his mutant friends.

Charles smiles as he writes, his mind conjuring images of a mutant who could control fire or a mutant who could shift his form into another shape, with a similar ability like Raven's…

He could hardly wait.

* * *

><p>It is exactly 2PM sharp. Charles's enthusiasm has waned in the fact of not being able to discuss mutations with Emmett openly because he has conveniently forgotten the all important fact that Emmett wanted to talk to not Charles but Charlene, who is apparently a female biology professor.<p>

"_I should have just told him I was a professor in genetic mutations," _Charles thinks bitterly. _"He wouldn't have to know I'm a mutant either."_

"Daydreaming, Charlene?"

"_Speak of the Devil_." Charles thinks, then shuts his mind off at the reminder that Emmett is a telepath. He turns and smiles at the blond. "You could say that."

"A penny for your thoughts?"

"You wouldn't have to pay such a sum."

Emmett laughs. He is dressed casually, in a simple white T-shirt with a black cardigan and light grey jeans. He smiles at Charles winningly, his blue eyes twinkling with amusement and lacking of their initial coldness that Charles wonders if he had imagined it all along.

Emmett is tall and handsome – Charles will give him that. If he had been a real girl he would be blushing at the appealing sight before him, which many people seem to share, judging by the admiring looks and glances girls are giving Emmett.

Charles fidgets. "Let's go?" He suggests. The girls are thinking so loud about Emmett that he can hear all their thoughts, ranging from merely admiring him and thinking he's handsome, to thinking he has such brilliant blue eyes and blond hair and betting he would be great in bed…

Emmett replies by taking his hand in his and leading him away from the small scene, prompting thoughts of _"Awww, he has a girlfriend!" ,"Is that his girlfriend?" , "Have they had sex yet?"._

Charles wonders how he had managed to land himself in the situation in the first place. Oh right – because of his insatiable libido.

"So, what were you thinking?"

"Genetic mutations." Charles replies automatically.

"…Genetic mutations?"

Emmett is staring at him suspiciously. Charles mentally berates himself as he says in the most convincing tone he can muster, with the kind of shy smile he had seen women give, "I was just thinking about what you told me. Genetic mutation is part of biology and as a professor in that field, I couldn't help but be interested."

"I see." Emmett says contemplatively. He smiles at Charles. "To tell the truth, we don't have much time so we can't go on an actual date."

"Would it please you if I were to help you expand on your research on genetic mutations?"

"It would please me greatly," Charles replies amiably, blue eyes shining in eagerness. "I would appreciate more information from a real source."

Emmett blinks, then laughs. "You're so cute, Charlene."

Charles would much prefer the word handsome which women have used to describe him, pretty even. But he remembers his current form and thus settles for rolling his eyes, which he is sure Emmett is smirking at.

They soon arrive at a small, outdoor café and seat themselves. Charles orders a cappuccino and Emmett requests for plain water.

"Sure you don't want to eat anything, Charlene?"

Charles shakes his head. "I've eaten already."

"Alright." Emmett turns to the waitress and smiles charmingly at her. "Thank you, that will be all."

Charles watches as she blushes and thinks that Emmett is stealing his spotlight for that is what his smile often does to waitresses like her. But he knew if he smiled at her now she would only smile back tentatively. It was tedious maintaining this form.

"So, what do you want to talk about genetic mutations?"

Charles starts slightly. "Well…"

Emmett smiles at him. He brushes his hair back. "I just realized we've had sex and you know one of my secrets and all, but I haven't actually introduced myself properly."

"You already know my name. I was born in Boston and attended college, where I used my telepathy to cheat on tests and gain useful information from teachers," Emmett smirks, resting his chin on his hands. "I'm a telepath, a mutant, and am planning a personal agenda for…justice."

"What about you, Charlene?"

Charles blinks, then clears his throat. "You know my name too, Emmett. And you already know my occupation. I was born in New York, I have a sister, and am currently researching on Biology."

"No personal agendas? No goals?"

Charles shakes his head, smiling. "No." Well, he couldn't exactly tell Emmett his goal was to discover more mutants like them and fight for their rights.

Their drinks arrive. Emmett pays for them before Charles can, and lifts the glass of water, his lips curving around the rim. "I see."

"Emmett," Charles begins. It would incur more suspicion towards him but he needed to confirm, "You're a telepath, right? Could you…would you mind promising to not read my mind?" He asks hesitantly. How ironic he was asking what Raven had requested of him.

Emmett stares at him over the rim of his glass, and Charles is afraid he has figured out his true identity as his blue eyes assess him in an almost cold manner. He forces himself to meet Emmett's eyes, knowing eye contact was important in such a sensitive request.

Then Emmett smiles, but regards Charles with cold blue eyes. "Already done, sweetheart."

"I won't read your mind," Emmett says smoothly as he takes a sip of water, his gaze never leaving Charles's. Charles relaxes internally and moves to taste his drink. "If you won't read mine."

Charles freezes, only his lips moving. "What do you mean?"

"You're a telepath. I would recognize another's telepath mind anywhere." Emmett continues casually, but there is an edge to his voice as sharp as the glaciers in his eyes. "I didn't read your mind, I sensed it."

"I…I couldn't sense your mutation." Charles replies hesitantly, a tone of defeat in his voice, his heart racing at Emmett being aware of his true identity.

Emmett smiles coldly, frostily. "Try to read my mind, Charlene."

Charles stares. Putting down his cappuccino, he hesitantly raises his fingers to the side of his head, concentrating.

He tries to enter Emmett's mind, but is blocked by something. Frowning, Charles tries, pushing a little harder, and is assaulted by a sudden pain.

Charles cries out. He clutches his head, his mind feeling like he had been deflected by something sharp, something sharp and dangerous and cold.

It hurt. Emmett is at his side before Charles allows himself to release a small whimper, placing a gentle kiss on his cheek. "I'm sorry sweetheart, that was too much. Are you alright?"

"How…?" Charles gasps. The barrier was like something he had never witnessed. Some people had barriers in their mind, but he had never encountered one as sharp, as effective, as aggressive as Emmett's.

Emmett is running soothing fingers through his hair. Realizing people are staring at them, Charles gathers himself enough to tell them to look away. They do.

"My telepathy is more attuned to a defensive nature," Emmett says. "I like to keep my thoughts to myself."

There is a tinge of sadness to his smile as he reaches his thumb to brush under Charles's wide blue eye. "You're a good actress Charlene, but I'm a competent actor as well."

And then he leans down and kisses Charles. It is a soft kiss, just a gentle brush of the lips, so different from his aggressive, passionate kiss the previous night. Emmett withdraws before Charles can respond, turning around.

"How long were you planning to spy, Janos?"

Charles shifts his gaze. The new arrival is a man, with short but curly black hair. He has a hard, angular face and dark eyes. His lips quirk as he meets Emmett's stare. "Another telepath for a date, Frost?"

Emmett's gaze turns cold, a frosty smile on his lips. "Spying is rude, Quested. So is interrupting a date."

The man called Janos shrugs. Charles almost starts as he turns his dark eyes to him. "So, who is this woman whom managed to capture the cold Emmett's Frost heart?"

"Her name is Charlene, and she is a powerful enough telepath to crush your mind."

"Really, but not powerful enough to enter yours?"

"You know I'm special," Emmett says impatiently. "Now are you going to tell me what you're here for before I force you to leave?"

Janos rolls his eyes, spreading his hands. "Azazeal wants to discuss our plans." He said simply. "And to do that we need your presence."

Emmett raised an eyebrow. "Didn't we already do that in the morning?"

"He's got a lead." Janos replies. "Something about an Omega level mutant with powerful influence."

"Name?"

"You'll know at the meeting," Janos says dryly. "Hurry, Azazeal's waiting."

Charles's eyes widen as Janos forms a small tornado in the palm of his hand and tosses it casually between his hands, tapping his feet in a rhythmic pattern but in an impatient manner. Emmett merely raises his eyebrows.

"Showing off, Janos?" He asks. "Aren't you afraid the humans see?"

"Your telepath girlfriend has already turned their eyes from us," Janos says with some amusement, shifting his gaze to Charles. "Or were you not aware of that fact?"

Emmett blinks, then smiles at Charles. There is a touch of admiration in his voice. "It seems I underestimated you, Charlene."

"So you didn't know," Janos says blandly. He smirks. "She seems to be quite a powerful telepath. Are you going to get her to join our cause?"

"No." Emmett says immediately, and Charles is not the only one surprised by the fierceness in his voice.

"Suit yourself," Janos says, but he looks annoyed. "So are you going to come with me or not?"

"Give me a few minutes." Emmett says, his tone brooking no room for argument.

Janos stares, then snorts. "Fine." The mini tornado in his hand disappears and he turns, waving off. "You better hurry and say goodbye to your telepath girlfriend before Azazeal teleports here and scares her."

"I never knew you cared." Emmett says bitingly, an amused smile on his face.

Janos doesn't reply, striding haughtily out of the café. Charles watches as Emmett turns to him, the coldness receding from his blue eyes.

"You heard the bastard, Charlene," Emmett says, his blue eyes apologetic. "I'm sorry sweetheart, but I have to leave."

"Alright." Charles says blankly, dazedly.

Emmett smiles. "I have a surprise for you." He says, in a low, almost amused voice.

Charles watches as Emmett retrieves a circular object from his pocket. His eyes widen at the sight of the ring, the _diamond_ ring and oh god, why is Emmett lowering himself to one knee?

Charles is frozen as Emmett gently takes his hand in his, laying a soft kiss upon it. "E-Emmett…" he manages to stutter.

Emmett smiles in amusement and Charles wonders if he is inwardly laughing at his reaction but doesn't have the time to follow that trail of thought as Emmett holds the ring and slips it onto his finger.

"It's not a proposal Charlene, but the diamond on the ring is mine. It is one of a kind." Emmett says, affection and honesty in his blue eyes. "I said we would never meet again, but I've changed my mind."

"This is a promise, from me to you." He smiles, genuinely, beautifully, and meets Charles's astonished blue eyes. "I promise we will meet again, someday. And when that day comes, I will keep my promise to not read your mind."

Charles is speechless. He is still sitting, frozen on the chair, when Emmett, still holding his hand, leans up and kisses him, as if to seal the promise.

"I really like you." He murmurs against Charles's lips. "Although I'm disappointed you kept being a telepath from me."

Charles watches as Emmett gives him one last smile. He watches as Emmett withdraws, stands up to his full height and turns and leaves the café.

Charles is left alone at their table, his cappuccino untouched as he stares with disbelieving blue eyes at the shining diamond ring on his finger.


	4. Chapter 3: The Diamond Ring

As usual, thanks to the people who read, those who put this story on alert (and favorites) and those who reviewed :) I've been planning this story for quite some time so I'm so glad and happy to receive feedback and that people are actually interested in it and Emmett and Charles's relationship.

This chapter's pretty short, but I should be able to post the next chapter soon, maybe on Thursday or Friday. The plot of this story which ties in with First Class will emerge soon.

Disclaimer: I don't own X-Men First Class or its characters.

* * *

><p>Charles is so dazed from the recent happenings he almost bumps into Raven on his way to his room.<p>

"Hey Charles, watch where you're going," Raven says crossly. Then she notices the look in Charles blue eyes and frowns. "Charles?"

Charles blinks. "Raven."

"What's with you? You look kind of out of it," Raven says, worriedly. "Weren't you on a date? Did that woman dump you or something?"

Date – right, he had told Raven he was going on a date, which was close to the truth, for Emmett anyway.

Charles shakes his head. "Nothing like that Raven, he merely had more important matters to attend to."

"_He?"_

Charles winces. Oh crap; he thinks. He wants to wave it away but Raven is looking at him expectantly and something tells him she wouldn't buy any of his excuses easily this time.

"Charles..."

Charles sighs. He raises a hand to push back brown locks of hair in a tired manner. "It's a long story, Raven…"

"I'm just worried," Raven admits quietly, and Charles feels a pinch of guilt. "Can't you tell me what's wrong?"

Raven is looking at him with sad green eyes and Charles sighs heavily. He feels guilty for making his little sister sad and worried about him when he's the one who's supposed to take care of her. He knows he's been neglecting Raven recently, with his recent pick-ups at bars and sexual encounters and researching and writing for his thesis, but sometimes he just didn't want to trouble her more than he already had.

"Let's sit down, okay?" Raven says and Charles can't object. He allows her to lead him gently to the couch, and they seat themselves next to each other.

It is almost like old times, when they were young and there is no one in the house besides them. Just him and Raven sitting next to each other and chatting, laughing, or just merely enjoying each other's company.

"I'm not surprised you went out with a man," Raven says, offering him a teasing smile. "You've gone and slept with so many women you must be tired of them." She jokes.

Charles returns her smile, not telling her he was sure he had only slept with several and not a hundred. He listens as she continues, "So, I'm guessing it's serious?"

Serious? Was that what he and Emmett's twisted relationship was – a serious affair? Emmett seemed to like him well enough, judging by his actions. But it wasn't Charles whom he liked, it was Charlene.

He wishes he could shoot Emmett's own words back at him , "_Don't judge a book by its cover."_ But the other man is gone on his mutant quest and Charles isn't sure if he's coming back. If he even wants Emmett to come back.

Why was he so affected? He wasn't actually a woman. He was a man. But there was something about Emmett that drew him in. Maybe it was the way his eyes could turn from warm to cold, cold to warm, or maybe it was that genuine, true smile he had given Charles- Charlene, before he had left.

Charles finds he doesn't know. But then again, anyone would be affected when someone they barely knew but seemed to take a liking to them suddenly made such a personal promise to them, as if they were in a character in a soap opera or something cheesy.

Charles sighs. He moves his gaze to Raven's concerned one, speaking, "Raven, may I ask your opinion of something…possibly surprising?"

Raven blinks, then gives him an encouraging smile. "Go ahead, Charles." She says softly.

Charles fidgets. He interlinks his fingers together, sighing softly. "What would you do, if someone you barely knew but claims he really likes you, makes you a promise you will see each other again before leaving?"

Raven doesn't immediately press him for more details; for that he is grateful. "It depends on how I feel about him." She says honestly. "If I don't like him I wouldn't wait for him. If I like him I would wait for him."

Charles stares. "Wait…?"

Raven nods, giving him a sly smile. "Yeah. I mean, he would be gone for a long time and I would probably have found someone else by then, if you get my drift."

Was that what he was doing – was that what Emmett expected him to do? Wait for him? Charles realizes crossly that Emmett had never even inquired whether he- whether _Charlene_ had a significant other.

Yet the man seemed the type to not care about such a fact – if their first encounter was anything to go by.

Raven is looking at him. Charles processes the new information before meeting Raven's eyes. "I see." He says softly, a contemplative look in his eyes.

"Are you familiar with jewellery, Raven?"

"Jewellery?"

Charles nods. Hesitantly, he extends his hand. He bites his lip, knowing Raven's gaze is on the diamond ring on his finger.

"Charles, is that-"

Charles cuts her off, not harshly. "How much do you think it costs, Raven?"

Raven is still staring in surprise and awe at the ring. Realizing Charles has asked her a question, she replies slowly, "I don't know…" she confesses. "It's probably very expensive. It's a diamond ring, isn't it?"

She looks up at him, meeting his gaze. "Can I have a look at it?"

Charles nods. "Go ahead Raven."

He watches as she slowly slides the diamond ring off his finger. She holds it by its shining silver band cautiously, her touch as gentle as if she were handling precious glass.

"It's beautiful…" Raven breathes. There is a small, admiring smile on her face as she takes in the sight of the silver ring with its beloved jewel. "The diamond on this ring, it's simply exquisite. I've never seen anything like it before."

"Neither have I." Charles murmurs.

Raven looks up at him. "Is he rich?"

Charles shakes his head. "I wouldn't know."

"Did he…?"

"No," Charles says quickly, not even needing to read her mind to decipher what she meant. "No he didn't; there was a moment when I thought he was indeed- but he said it was a promise."

"His promise to you." Raven whispers. "Oh Charles."

"I don't understand him, Raven," Charles says, his voice soft, a mixture of confusion and frustration in his blue eyes. "Don't get me wrong. I was the one whom- well, initiated it but I wasn't expecting such a…serious affair."

He doesn't tell Raven the whole truth of the matter – he is not sure his sister would be able to handle that; neither the notion that her brother had willingly posed as a woman or that there were other mutants like them out there.

Raven smiles at him, soft and understanding. She reaches out to grab his hands, looking into her brother's blue eyes. "I'll tell you something, Charles." She begins.

"Although I may not be as…promiscuous as you," her lips quirk in amusement as Charles gives her a slight glower. "I've been with quite a number of men before, and if there's one thing I've learnt, is that _none_ of them have the willingness or dedication to commit."

"You're speaking to me as if I'm a woman." Charles cannot help but point out, annoyed.

Raven merely laughs, her green eyes shining with amusement. "Oh Charles," she says, "Unless you've somehow been hiding something from me, you're a man too – you know what I'm saying is the truth. You can't commit either, can you?"

"No," Charles mutters sullenly, almost pouting at the memory of all his encounters with women. "No I can't."

Raven grins, and the sight of the bright expression on his sister's face is almost enough to melt his annoyance away. Almost. "So, what're you going to do?"

"I was hoping you could tell me that."

"You've found a man, no, a _person_, whom has practically committed themselves to you," Raven says, the smile still on her face but her tone slightly serious. "Don't you think it's a great opportunity – something worth pondering about, at least?"

"But…he's a man," Charles says, hesitantly, not meeting Raven's eyes. "And he doesn't know…"

"Doesn't know what?" Raven asks curiously. She pauses. "That you're a telepath?"

"No, it's not that," Charles shakes his head. He can't find a good reason, and switches the focus of the conversation. "Like you said, Raven, I can't commit either. I'm nowhere ready to dedicate myself to someone, be it a man or a woman."

"Think about it, Charles," Raven says, and her voice is softer, gentler as she meets his blue eyes. "I'm sure he'll give you all the time you need."

Would he? Would Emmett give him time? Granted, he probably had a lot of time to think about it, as Raven had said, since he had no idea when he would see Emmett again, or if he would even see him again. Right now, he wasn't even sure he had the time for a relationship. If he was the one on a mission for justice for mutants' rights, he would certainly not have time to even date at all.

"I'm not quite sure I want to." Charles admits. There was still the issue of Emmett liking _Charlene_ after all. What if Emmett was straight? He wouldn't be able to hide his true gender forever.

Raven just smiles at him encouragingly. She slips the diamond ring Emmett had given to him gently back onto his finger, then leans forward to brush her lips against her brother's forehead.

Charles is not reading her mind, but he can feel the waves of reassurance from Raven's kiss. _"It's alright."_ She conveys to him silently.

"_You push yourself too hard sometimes, Charles," _Raven pulls back, and meets his eyes, green with blue. "_I just want you to be happy."_

Charles smiles genuinely at her, feeling appreciation and gratefulness and gladness in his heart for having such a caring sister. He reaches out and wraps his arms around her shoulders, the diamond ring on his finger brushing against her neck as he projects telepathically to her, _"Thank you, Raven."_

Raven smiles and returns his embrace. They stay in each other's arms, indulging in the comfort, not even needing to communicate to understand what was on the other's mind.

* * *

><p>"What took you so long?"<p>

Emmett simply smiles at the red skinned mutant as he enters the alleyway with Janos, his blue eyes glimmering. "I was on a date, Azazeal."

Azazeal regards him steadily, frowning slightly. "You know you don't have time for dating, Emmett. Not any longer. Especially if it's a human."

"Actually, she was a mutant," Janos provides helpfully. "A telepath."

"A mutant?" Azazeal's sharp tail swishes about, his eyes staring at Emmett in interest.

"And he seems to have told her about our cause." Janos says tauntingly.

Emmett glares icily at him, though he is speaking to Azazeal. "Before you ask, Az, she will not be joining us," he says blandly. "She may be a telepath, but she's also a professor. She's trying to live like a normal human."

"And you care." It wasn't a question.

Emmett smirks, frost in his eyes. "Yes I care," he says, meeting Azazeal's eyes unflinchingly.

"The Ice King is attracted to a telepathic but normal girl," Janos says, his smirk stretched tauntingly wide. "How amusing. Perhaps he is no longer suited for our cause."

Emmett narrows ice cold eyes at him and the next moment Janos is digging fingers into the side of his head, groaning in pain.

"Shit- fuck you Emmett Frost!" He yells, glaring at the smug telepath through pain filled black eyes. A whirlwind is forming in his free palm, grey, dangerous and swirling. "Get out of my head!"

"Emmett." Azazeal says warningly.

Emmett smirks. Without moving a finger, he releases his mental hold on Janos. He shifts into diamond form and catches the whirlwind Janos throws at him, crushing it in a hand covered with the hardest mineral on Earth.

"Fuck you." Janos growls.

Emmett flips his blond hair to the side, shifting back.

"I assure you, I will be more than useful to the cause." He smirks tauntingly at Janos and turns to Azazeal, shrugging carelessly to the red skinned mutant's stern look. "What? He started it."

Azazeal stares then sighs irritably, pushing his fringe back from his forehead. "Don't waste time Janos, Emmett," he commands, and somehow manages to look threatening despite his exasperated expression. "Move and take my hand."

Janos snorts and Emmett thinks how he would rather be holding a certain telepath girl's hand. But they move to Azazeal's side, grabbing his hand and soon there is a puff of red smoke and they are back at their quarters.

Emmett lets go of Azazeal's hand and makes his way to the couch, sitting down and crossing his legs in a figure four. "So, what's on the agenda?" He asks.

Azazeal has teleported to the couch opposite Emmett. He seats himself, placing the folder in his hand onto the table and shifting it to Emmett's vision. "This."

"_Sebastian Shaw, Omega level mutant. Mutation: Power to absorb and release energy. Has great influence, seems to be involved in underground mutant activities, goal is said to be mutant world domination…"_ Emmett reads leisurely, trailing off. He raises his gaze to Azazeal, smirking. "How did you obtain this information, Az?"

"I have my sources." Azazeal replies simply.

"How powerful is an Omega level mutant?" Janos, who is standing beside Emmett, questions.

Azazeal leans back, resting his chin on his fingers. "An Omega-level mutant is a mutant with the most powerful genetic potential of their mutant abilities."

"You want us to seek out this man."

Azazeal nods. "I believe he would have the resources for our cause."

"Interesting," Emmett smiles. His blue eyes are filled with cold amusement as he looks at Azazeal. "And where can we find this Sebastian Shaw?"

"New York, I believe."

"Where in New York?" Janos questions impatiently.

"I haven't figured that out yet," Azazeal says. His lips curve, his eyes standing out amongst his red skin as he stares at Emmett and Janos. "I wanted to be certain of your acquiescence."

"It's progress." Janos says simply, but he is smirking, his dark eyes glinting.

Azazeal smiles, slow and sinister. He shifts his gaze to Emmett. "What about you?"

"I support the cause." Emmett says. That cold amusement is still in his eyes as he smiles, and speaks in a slow, lazy drawl.

"In fact, I already have an idea..."

* * *

><p>-TBC-<p> 


	5. Chapter 4: Encounter

Author's Note: Fortunately I have time so true to my word I'm updating on Thursday :)

Thanks to the usual people, you guys are awesome :) And I'm glad you don't find the Emmett/Charles pairing weird lol, my fic is probably the only one with it.

One of my reviewers raised an interesting question, so I shall answer it. To clarify, Charles managed to project a physical female body, both mentally and physically. Which means he looks like a girl, and feels the same as a woman would feel during sex. So it is not just an illusion, rather a projection so strong it has become physically as well as mentally real, considering the senses. He is one of the most powerful telepaths in the world after all. But this follows First Class so Charles will still be Charles, unless the situation demands otherwise.

I hope my explanation helped you understand better. With that, on with the story :)

* * *

><p>-1962-<p>

Charles Xavier smiles as he gulps the alcohol down his throat, to the cheers and whistles of the various people around him. He soon finishes the long bottle of alcohol and draws the neck away from his lips with a soft exhale, grinning slightly as people clap on his back and loud congratulations and whoops and yells are abound.

"You did it!"

Charles smiles at his sister Raven, who is beaming at him. "Yes, it seems that I did."

Raven laughs, her green eyes glittering with mirth. "The new professor sure can hold his alcohol," she teases lightly. "I'm surprised."

Charles merely smirks. "Experience, my dear Raven," he says affectionately. He slings an arm around her shoulders and together, they make their way out of the crowd, with Charles handing the empty bottle to one of his colleagues with an appreciative smile.

"Leaving already, Charles?"

Charles coughs slightly. "Well, it is a little suffocating," he admits with a wry smile. "Especially with all those loud thoughts."

His smile turns mischievous as a glimpse of long blonde hair catches his eye. "Ah, I believe I just saw a pretty appealing sight."

With those words, Charles breaks away from Raven and moves towards the pretty blonde girl at the counter. He smiles as he nears her, getting ready to introduce himself when he is blocked by a head of brown hair.

Charles blinks, but gives the woman in front of him a genial smile. "May I help you, Miss?"

The brown haired woman smiles at him. "Professor Charles Xavier?"

"That would be me." Charles agrees.

"Would you mind giving me a few minutes of your time?" She asks politely, but her brown eyes are somehow intense. "I wish to speak to you about something important."

"It would be my pleasure." Charles agrees amiably. Wrapping an arm around the woman's shoulders, he leads her to an empty seat.

"Have a seat," Charles smiles as she takes the seat opposite him. He looks at her; she has brown hair and brown eyes and seems to be rather plain looking. But he can see intelligence in her eyes, which is a nice sight.

"Excuse me if I'm being blunt Professor," she says, meeting his eyes. "But I heard you are an expert on genetic mutations."

"Please, there's no need to be so formal, call me Charles," Charles tells her lightly with a smile. "And I would say your source is accurate, Miss…"

"Moira," Moira returns his smile. Then she looks at him, her brown eyes serious. "Professor Charles, I would like to ask you – you have developed many theories about genetic mutations, but have you actually seen those theories in action?"

Charles smiles warily, all thoughts of flirting with the woman gone from his mind. "And what do you mean by that, Moira?"

Moira hesitates, but there is a set determination in her eyes and voice. "I mean, have you ever witnessed- are there people in reality displaying exceptional abilities caused by those mutations which you talked about in your thesis?"

There is silence for a while as Charles looks at her. She is still looking steadily at him and he leans forward, bringing two fingers to the side of his head as he stares into her eyes.

He lets the images bombard his mind. Flashes of images; Charles sees two men sitting down, on opposite couches and drinking, he sees one of the men being blown off his feet by something strong, he sees a tall body covered in diamond, then a man with dark hair and red skin grabbing the hand of the fallen man and they disappear in a puff of red smoke.

Charles withdraws from Moira's mind. He has seen enough. There is a nagging feeling at the back of his mind, as if the images ought to make more sense, but he pushes it away, focusing on the matter at hand.

Moira is still staring patiently at him. With an almost sly smile, Charles rests his chin on the palm of his hand, maintaining eye contact with her expectant brown eyes.

"I believe you already know the answer to your question."

* * *

><p>It takes not long for Charles to find Raven, whose displeasure at him abandoning her melts away as she sees the seriousness in his eyes. She nods and she and Charles follow Moira, whom he has discovered is from the CIA, to the vehicle waiting for them.<p>

"So, would you care to tell us about what you saw?" Charles asks as they drive towards their destination.

"Well, firstly, there was a man who could create whirlwinds." Moira says contemplatively.

Charles frowns, his eyevbrows furrowing. "Whirlwinds?"

"Yes, that is what it looked like."

"I see. And?"

"There was another man with red skin, he had a tail, and he seemed to have the ability to teleport." Moira continues. She turns her gaze to him. "There was also a blond who had the ability to shift into diamond."

"Wait, you mean there are other mutants out there, Charles?" Raven asks in a mixture of disbelief and excitement.

"Yes, that seems to be the case, Raven," Charles replies. His frown deepens as he thinks of what Moira had told him, and what he had seen. Why did it seem like he should know more; that everything she said sounded strangely familiar?

"Charles?" He hears Raven ask worriedly. "Is something the matter?"

"It's nothing Raven, I'm merely contemplating the situation." Charles waves aside casually. He turns and manages a smile at the curious Moira. "You would like me to speak to your superiors at the CIA, am I correct?"

Moira nods. "Yes, I would appreciate that greatly."

"Well, how are they like? Are they good old chaps, by any chance?"

Moira hesitates, and Charles is almost sure she had just winced.

"Well…"

* * *

><p>"Pah! Mutations? Do you think the CIA is made up of children?"<p>

Charles is now sure Moira had winced.

He resists the urge to sigh as he and Raven look at the so called professionals before them. He is about to speak to reply to the man's question – and quite a rude one if he might say so, when another man speaks up.

"So what, Professor? You don't have any proof," the man mockingly says. He raises an eyebrow. "Or are you a _mutant_ too?"

"As a matter of fact, I am," Charles replies, a placid smile on his face. "And what my _mutation _allows me to do is that I can read your mind."

There is a round of silence for a while before the man laughs, loud and mocking. "Right, good one Professor! What, are you going to ask me to pick a number from 1 to 9?"

Charles gives a humorous laugh. "Well no, I could, actually ask you about those Jupiter missiles you are planning to put in Turkey," He replies, unaffected, and his smile widens to something which looked like a smirk at the man's stunned reaction. "But I think I'd rather ask you about your rather lovely son whom you seem to be thinking quite fondly of."

The man gapes. When he finally reacts, it is not a pleasant reaction. He whirls to face the surprised Moira, yelling accusingly. "A spy!"

"You brought a goddamn _spy_!"

The other men are also shouting furiously and Moira looks torn between anger and disbelief. She shouts back, undaunted. "I didn't! I would _never_!"

This time, Charles does sigh. He exchanges a sympathetic glance with Raven, who abruptly stands up and assumes the appearance of the bespectacled, bearded man.

The silence is much longer than the previous one, and Charles runs his amused gaze across the frozen faces of the CIA agents. Even Moira looks stunned seeing Raven's mutation in action.

When Raven is satisfied, she shifts back, but this time into her blue form. Charles follows her gaze to the back of the room, where a man sits, with his mouth open wide. The silence is broken by his clumsy words.

"Best trick I've ever seen."

Trick- like a magic trick? What a childish way to label their mutations. Charles has to hide an amused smile behind his hand at the thought of Raven and him as magicians.

Fortunately, with that display, it doesn't take long for temporary acceptance of their powers to be reached. With a little convincing and useful but he supposes, improper use of telepathy they are in the car and ready to drive off the compound – with the promise of showing the man more magic tricks, of course.

Honestly, Charles had never imagined the members of America's most secret intelligent organization would act like children. With the exception of Moira. The woman was on a whole other level than her so called superiors.

Though, approaching the CIA for assistance did have its advantages. They manage to put things together to find out the location and identity of the mutant responsible for the kidnapping of the important man.

"So, his name is Sebastian Shaw."

"And he's currently on a cruise?" Raven demands incredulously. "Is he rich or something?"

"He is quite a rich and powerful man," the CIA Agent agrees candidly. "Even without his…powers, he has various influences across America and in other countries as well."

"I see," Charles says contemplatively. "Is he alone in his quest, or…?"

"I wouldn't think so, apparently he seems to have this little group called The Hellfire Club."

"What a name." Raven mutters.

"Which must consist of other mutants," Charles concludes. He turns his gaze to Moira. "They must be the mutants you described."

Moira nods. "So what's our next course of action?" She asks cautiously.

Everyone looks at Charles, as if they had all had an unconscious consensus that he was to be the leader of their endeavor. Charles merely smiles, but his blue eyes are serious with his next words.

"I'm afraid we will have to track this Sebastian Shaw down and interrupt his luxurious holiday."

* * *

><p>There is something thrilling about being out in the night on a ship in the darkness. Charles has always been a man of books and papers and women and sex- but that didn't count in the field of mutations. Although he knows they are heading towards a dangerous enemy, the mere thought that he would be able to witness other mutations in action excites him.<p>

But he has to remind himself they are on a serious mission as Raven comes to stand beside him. And more than anything, he has to protect Raven, who he thinks is much too young to be on the field.

"Stop worrying about me," Raven says, and Charles blinks. She smirks at Charles's surprised expression. "I don't have to be a telepath to know what you're thinking."

Charles stares, then sighs, a fond smile on his face. "I'm sorry Raven, but I can't help it," he says. "You're precious to me."

Raven smiles, her green eyes turning warm. "You're precious to me too, Charles," she says softly. Then she gives him a confident smile which sets his nerves at ease. "But I can take care of myself."

"Besides, you need to concentrate for you aren't exactly a master in physical prowess." She teases.

Charles resists the urge to roll his eyes at her jab. "Right." He says a little scathingly, turning away. "I would like to assure you, however, that I do have my telepathy for assistance."

Raven jabs him, physically this time. "It was a joke, Charles, a joke!" She says in what does not seem like an apologetic tone at all. Charles knows she is grinning at him in that amused way she always does. "Don't be mad."

Then she leans slightly to the side and catches sight of his expression. "Wait. Are you pouting?"

Charles quickly turns his pout into a scowl. "I am most certainly not."

Raven's grin widens and she continues to poke Charles. "Awww, you are pouting! That's so cute!"

Charles's expression scrunches up into a vaguely horrified look. "I am in _no_ _way_ cute."

Charles has to resist the urge to twitch at Raven's all too amused expression. God, why had it turned out like this? He had thought they were having a serious conversation but touching moment! How in the world did it end up with Raven teasing him as if they were still kids?_!_

"You're so cute, Charlie!"

Charles gives her a deadpan look, "Please do not butcher my name, Raven."

Raven just laughs and loops an arm around her brother's shoulders. "I'll let you call me, hmm…Ravie if you let me call you Charlie." She offers.

"That's an interesting offer Raven, but no thank you." Charles replies. He gives Raven a look. "I would much rather stick to our original names, instead of using nicknames."

Raven just beams. "Whatever you say, Charlie," she sing songs, planting a sloppy kiss on Charles's cheek and then practically skipping away.

Charles blinks, then sighs. He doesn't even bother to chase after Raven or wipe his cheek, instead choosing to stare out into the darkness. An amused but affectionate smile is on his lips as he thinks of Raven's way of showing her affection for him.

However, his peaceful moment is soon interrupted as he catches sight of something in the distance. Charles frowns at the sight of an emerging big white figure.

By the time they are close enough for him to make out clearly that it is another ship, there is a bustle of movement and the CIA men are on the deck, shouting orders.

"Is it Sebastian Shaw's ship?" He asks Moira, who is now next to him.

"I would think so." She replies, her voice tight as she squints into the distance.

"Your telepathy, we require your telepathy!" The other CIA Agent beside him is saying, "Can you extend it to such a distance_?_!"

"I believe I can." Charles says calmly. He closes his eyes, puts two fingers to his head, and concentrates.

Charles knows he is a powerful telepath, and his telepathy can reach much longer distances than the one he has to cross. He searches for the number of minds on the ship; four. He can feel them all – one calculative and sharp, another calm but with an innate rage, the third one composed and prepared, and the last one – cold and sharp and icy-

He gasps as the connection is cut off and there is a sharp, screeching sound then a sudden burst of pain, as if something extraordinarily sharp had attacked his mind. Charles's eyes widen and he falls onto his knees on the ship's floor, gasping and heaving and panting.

"Charles?_!_"

"Charles? Charles! Are you alright?_!_"

"Yes," he manages to exhale. "I'm fine Raven, Moira."

Slowly, he gets to his feet. He smiles at the two worried women before turning his gaze to the other man, who is looking at him questioningly. Ignoring the throbbing pain in his temple, he says, "I'm sorry, but it seems like there's another telepath on Shaw's ship. They blocked my connection and repelled me."

"I'm afraid I won't be of much help." He says, meeting the man's eyes despite the pain. "You're on your own."

The man curses, and stomps away, presumably to bark out orders to the ship's crew.

Charles glances at him, before tearing his gaze back to the front. He leans forward, clutching a hand onto the railing, inhaling and exhaling slowly.

"Charles? Are you alright?" It is Raven's voice, and Raven's hand rubbing soothing circles on his back.

"I'm fine, Raven, just startled that's all," Charles reassures her with a grim smile. "All my barriers were down. I wasn't prepared for such an attack."

"I'm sorry Charles, we had no idea Shaw had a telepath on that ship." Moira says, staring at him in concern.

He gives her a forgiving smile. "It's alright, Moira."

He turns his attention back to the front. "They're sending people out into the water," he says. Something about the sight of the men on speedboats speeding towards the deceptively calm ship hits a sudden realization in him.

"I have a bad feeling about this." He whispers softly.

He is hardly able to believe his eyes when he sees it, the sight of tornados heading towards the water, towards the men on the motorboats. The powerful winds easily capsize the boats, splashing the waves high into the cold night air.

"Oh my god…" Moira murmurs in shock.

"_Janos."_ The name comes unbidden into his mind. Without thinking, Charles puts his fingers to his temple, trying to concentrate to reach out, to a specific mind this time, _"Janos. Stop the tornadoes. Stop the tornadoes."_

To his relief, it works, and the strong winds dissolve into nothingness. Charles whirls to face Moira. "Hurry, throw lifeboats to those men before I lose the connection!"

Moira doesn't need to be told twice, moving with the swiftness of her occupation. Charles switches his gaze back to the front, closing his eyes. _"Calm down, Janos. There's no need to fight. There is no enemy."_

Unexpectedly, what breaks his concentration is not the involvement of another mind, but a hand grabbing his wrist away from his head. Charles 's eyes shoot open at the tight grip, only to be met with the sight of a frowning _red-skinned_ man.

The red-skinned man has his wrist in his grip. Before Charles can react, he finds himself thrown onto the floor of the ship. He releases a grunt of pain, hearing a scream which he knows belongs to Raven.

Automatically, he snaps his gaze to her. But she is alright, just surprised and scared at the sight before her, and he almost sags in relief when he remembers his current position.

The red-skinned mutant is looming over him, a glower in his fierce eyes. He has captured Charles's wrists in a tight grip over his head and he cannot move to resist as the man's _tail_ points directly at his throat, its tip as sharp as the edge of a knife.

"So, you're the telepath who was messing with Riptide's mind." The red-skinned mutant man growls.

"I was merely trying to calm him," Charles responds in as calm a tone as he can muster. He stares defiantly up at the red man pinning him to the ground. "I did not damage his mind."

The man smiles. It is a cruel smile, and Charles cannot help but feel fear as he inches his sharp, inhuman red tail closer to his helpless throat. "I could kill you now." He says. "And you're not afraid?"

He is doing a good job of hiding his fear then. "I could kill you too," Charles says with bravery he does not feel, his blue eyes narrowed. "I could enter and crush your mind."

Raven may be right – he has little physical prowess. But he has an insurmountable level of _mental_ prowess. It was just a matter of being able to use it or not.

To his surprise, the man laughs. He throws back his head and laughs, as if he finds the thought of Charles killing him extremely funny. Charles is more annoyed than confused.

"You? Kill me? You make me laugh," the red-skinned mutant says in barely hidden amusement. "You may be a powerful telepath, but you clearly lack the will to kill _someone_."

"You amuse me," the man says. He smirks, and withdraws his lethal tail from Charles's throat. "You can't even muster up the will to kill a man, and yet you are in this ruthless, dangerous battle?"

"I-" Charles starts, but is cut off by a cry of pain as the red-skinned stranger leans down and bites his neck. "What are you-"

"Azazeal." A husky breath brushes by his sensitive ear.

With that word, the red-skinned mutant, now identified as Azazeal, gets off him. Charles watches, his hand unconsciously placed on his neck, as Azazeal smirks at him.

The men on the ship have noticed his presence. Charles sees one of the CIA agents fire at Azazeal with a angry shout. He sees the red-skinned mutant narrow his eyes, sees him teleport to the man, snatching the gun away from him with one hand while using the other to hold the frightened man up by the throat, his fingers crushing his windpipe as he dangles him helplessly in the air.

There is an annoyed look in Azazeal's eyes, as if he cannot believe anyone- any human would try to attack him so recklessly. Charles gets over his surprise and rises to his feet quickly, "Stop! Release him!"

Azazeal shifts his gaze to him. He smirks, and tightens his suffocating grip around the man's throat, causing him to choke, his face rapidly turning red. Glowering, Charles is about to attempt to control the man's mind when he sees Azazeal's gaze become unfocused.

The red-skinned mutant is standing on a ship full of humans. He still has dark red fingers on the throat of the man whom had dared attack him but is otherwise causing no other harm. Charles sees him frown, and his hand holding the man swings swiftly, flinging the man to the side in a careless manner, as if he was a dead body.

Charles glances at the man, relieved that he is alive. He then turns his gaze back to Azazeal, whom smiles malevolently at him. "Unfortunately, I have to return." He says, taking steps towards Charles as if he has all the time in the world, his back to his enemies, as if confident they would not dare attack him. Charles narrows his eyes, refusing to tense.

Azazeal is in close proximity to him. He smiles, the corner of his lips touching a scar on his face, his gaze fixed on Charles as he draws out a knife. Charles steps back, noticing a man aiming his gun at Azazeal, who flings the knife in his red hand to the back, in an almost casual manner.

Charles realizes the force and dark intent of Azazeal's seemingly blind throw as he hears a loud pained scream and a series of gasps, emotions of fear and shock and disbelief filling his mind. His blue eyes are wide as Azazeal's smile widens.

"Till we meet again, telepath."

And then he disappears, the only trace of his foreboding presence a fading, dark red mist.

* * *

><p><em>Ah I didn't manage to fit Erik in this chapter - Azazeal made it long. For those who have been waiting for Erik's arrival, he'll probably show up in the next :)<em>


	6. Chapter 5: Erik

Author's Note: Wow, I had 6 reviews for the last chapter. And it seems quite a number of people are reading too. Thank you everyone :)

Heh, I'm glad Azazeal's appearance wasn't that shocking. I must confess: Azazeal was my first favorite when I watched the movie - I hadn't watched any X-Men movies before and was wondering who the guy with pretty blue eyes was and thought Erik's power was telekinesis or something _(facepalm_). So yeah. But Azazeal caught my attention, and I thought he was the coolest in X-Men First Class with his handsome red face, slicked black hair, and combat skills until I went to research about the characters. The second time I watched, Erik became the coolest character to me.

But Azazeal's still awesome. And since Charles is now my fav (with Erik being a very close second) I had to have him and Azazeal interact somehow. Originally it was just going to be a bite on the neck and taunting smirk. It was Azazeal who decided to run wild...

Oh and I've been listening to _Unfaithful_ by Rihanna on repeat, and got this vague, crazy idea of Charles singing it to Erik or Emmett...maybe Erik, 'cause their relationship is just angsty like that.

Ok, my apologies for the rambling. I'll shut up now. This chapter is long enough as it is.

_Disclaimer: I don't own X-Men First Class or its characters._

* * *

><p>Charles can only stare, surprised, at the spot Azazeal had been standing on, bewildered at the sudden change in events.<p>

"Charles!"

Charles shifts his gaze, looking at Raven who is next to him, anxiousness in her green eyes. "Are you alright?_!_"

"I'm fine Raven." Charles says. "Just…dazed."

"He bit you, didn't he?" Raven questioned, her green eyes narrowed angrily. Then a thought occurs to her, and a worried expression crosses her features. "It isn't poisonous, is it?"

"I'm feeling fine, so I should think not." Charles says with a reassuring smile. "I'm quite alright, except for a few bruises here and there, which is inevitable I suppose."

He moves forward. "More importantly, are those men…?"

Raven follows his gaze, reaching forward to place a hand on his arm. Charles looks at her, and she shakes her head.

"Raven?"

"Moira's with them." Raven says. She gives him a smile. "Stay here, Charles."

Her hand slips off his arm and Charles watches as his sister advances forward towards the other female of the ship. She is crouched down next to the injured man, and he watches as Raven stoops, her lips moving as she speaks.

Charles shifts his gaze. He can still feel the fear of the men, but this time it is accompanied by a dose of anger. He is standing, alone, as the comrades of the men whom had been attacked by Azazeal shoot glares at him. Charles averts his gaze, guilt in his heart as he realizes why Raven had wanted him to not move.

Charles bites his lip. It was his fault, his fault the men had gotten injured. They didn't look like they were fatally injured, but it didn't stop their companions from blaming him – it was his presence which had drawn Azazeal's, another mutant's. He could feel them think. Unusual. A freak. Useless-

"Charles."

Charles shifts his gaze to Raven's, who says, "Don't blame yourself. It's not your fault."

Charles nods, and Raven continues, "Anyway, it looks like the injury wasn't too serious," she says with a smile. "So you don't have to worry."

Charles smiles back at her. "I see."

But he doubted Raven understood. She wasn't a telepath like him, couldn't sense what the men regarded him – perhaps also her as. She couldn't feel how afraid they had been, how angry they now were. They might not be able to do anything to him due to their superior's orders, but it didn't stop him from feeling all the negative emotions poured out from them towards him.

"I'm sorry, Charles," Raven is saying, and Charles tunes back in to reality. Her green eyes are worried and Charles senses her guilt as she says, "I didn't do anything to help."

"You couldn't have, he would have attacked you," Charles says logically, but with worry in his voice as he meets Raven's eyes. "I couldn't have allowed you to be hurt."

"But I didn't save you, I was too shocked…and scared." Raven replies, her voice trembling. "I let you be hurt."

Charles merely smiles at her. "It's alright Raven, he hardly hurt me." He leans forward to place a forgiving kiss on her cheek. "I'm just glad you're alright. Worse things could have happened with such a sudden ambush."

Raven returns his smile, her green eyes relieved and bright. Charles doesn't have to hear her verbally express what she wants to say.

Unfortunately, the two siblings' touching moment is interrupted when there is the loud sound of glass shattering harshly and an explosion so loud it sounded deafening, even from such a distance.

Charles and Raven whip their gazes to the front, their eyes widening at the sight of Shaw's ship engulfed in blazing flames.

"What the…?" Raven says. Charles darts forward to the railing and manages to glimpse the sight of the shadowed anchor of Shaw's ship falling into the dark waters.

They watch Shaw's ship explode, their hearts pounding. It is then that Charles sees it – a dark figure in the sea.

"There's someone in the water!"

"What?" Raven asks in disbelief. She looks to Charles, eyes widening at the sight of her brother shedding his jacket and climbing the railing. "Charles_?_!"

But Charles has already taken the plunge. He hears Raven shout after him and Moira's voice, but the water is freezing cold and weighing his clothes down greatly and for a moment he thinks he's going to drown-

Then he remembers his original purpose- that there is someone in the dark waters who needs his help; someone with a mind so filled with fury and anger he can sense the turbulence on the ship.

With that thought, Charles inhales. He swims towards the figure in the darkness, raising his gaze towards their line of sight.

The figure is looking at Shaw's wrecked ship, hatred in his eyes. He manages to glimpse a submarine submerging into the water and abruptly dives after it.

Is the man crazy? Charles thinks. But he decides to put such inane thoughts aside and takes a long, deep breath, bracing himself then plunging into the freezing water after the man.

The water is even more cold at this depth and Charles almost loses his resolve. Yet, he can see the man under the water, covered in all black and stretching out a hand. Even in the darkness, he can see the rage in his dark eyes, and he slowly, painfully moves himself through the resistance and manages to wrap his hands around the man's neck.

"_Calm down,"_ he tells the stranger, concentrating with all his might._ "Erik, calm down."_

The man's neck stiffens, and there is a voice in his head, loud and angry and slightly panicked. _"Who are you? How can you speak to me?"_

The man's name is Erik – he has gathered such and the fact that he is a mutant with the power to control metal. He is stretching his hand out towards the submarine, desperately trying to use his power. Charles closes his eyes.

"_Calm down Erik, or we're both going to drown,"_ he tells the man as calmly as he can with the darkness and the lack of oxygen. _"I know your goal, but if you don't calm down now you're going to lose your life."_

There is utter silence for a moment, and Charles does not dare to open his eyes. He can sense good in the man, and he prays, hopes that good will come through.

Erik doesn't say anything back, but Charles feels him move. Without opening his eyes, Charles retrieves his hands from around the man's neck and heads for the surface as fast as he can, his vision already blackening behind his eyelids.

Charles has never actually been truly grateful for the oxygen in the air before but he is now, as he hits the surface, blinking his eyes open and gasping breathlessly for precious air. For a moment, he had thought it had been a foolish endeavor and Erik wouldn't listen to him and it would result in him drowning in the dark waters because of a stranger he barely knew-

"Who are you?_!_" The same angry voice in his mind now resounds loudly in the air. "How did you get into my head_?_!"

Charles looks across the body of water at Erik, who is staring, glowering at him with distrust in his eyes.

"You have your tricks and I have mine!" He shouts, unable to help feeling frustrated. The water is still freezing cold and he's quite sure he's going to catch a cold after this whole ordeal which will worry Raven, and yet he has to deal with a shouting, angry man whom he risked his life to rescue from certain death. "Now _calm_ down!"

Erik looks at him. Really looks at him. There is a new look in his eyes, a mixture of relief, gladness and disbelief. "I thought I was alone."

Charles smiles at him, glad Erik was finally seeing sense. He manages to speak through the freezing cold, calm and composed. "You're not alone, Erik. You're not alone."

And as Erik's lips curve in what looks like a smile, Charles finds he no longer regrets his reckless endeavor.

It doesn't take long for the both of them to be hoisted onto the ship. Charles cannot resist shivering in the cold night air, and he gratefully receives the towel Raven hands out to him. "T-Thank you, Raven."

"Are you alright, Charles?" It is Moira who asks the question, and Charles can feel her worry together with Raven's.

"I'm fine, just cold," he says, and a shiver breaks out across his body again. God, it was so _cold_.

Moira bites her lip, shivering a little as well. "It's freezing out here. Come on, let's get you inside."

Her voice is efficient and calm despite the worry radiating off her, and Charles cannot help but smile. With the help of Raven, he stands, wrapping the towel around himself and walking towards the cabin, with Moira leading the way.

* * *

><p>Charles exhales in relief at the warmth in the interior of the ship. He practically collapses onto the cabin floor, beginning to use the towel to dry himself and moving to squeeze the water out of his clothes.<p>

"I'm sorry, but I have to go and inform and discuss the situation with my superior," Moira says apologetically. "Can I leave you here?"

Charles nods. Moira smiles at him, then leaves the cabin, closing the door behind her.

The cabin is much warmer compared to the deck of the ship. Charles is no longer shivering, but he still feels cold. Raven has her hand on his shoulder, and he turns to her, managing a smile. "I apologize for my reckless endeavor."

Raven shakes her head at him. "Oh Charles." She says. "You could have drowned."

"Yes, I was quite aware of that," Charles says, a hint of dryness in his voice. "But it seems my conscience won out in the end."

"Your conscience always wins out," Raven replies, her expression amused. "It's one of the greatest and worst things about you."

"Worst? I'm deeply offended, Raven." Charles says, but he is smiling back at her.

Raven laughs, and Charles is glad to see most of the worry gone from her eyes. He lets her help him dry him and squeeze the water out of his clothes, smiling and basking in the warmth.

"Your hair's a mess," Raven says as she towels off his wet brown hair. "You look like a drowned rat."

Charles twitches. "I most certainly do not."

"Almost drowned," a new voice says and Charles almost starts at the presence of Erik, who is half naked and staring at him with dark eyes and _smiling_.

Charles pretends his heart does not skip a beat at the sight of such an unexpected but pleasant expression on the man's face. "What?"

Erik stares at him, his lips quirking in an amused smile as he squeezes the water out of his drenched shirt. "You should take off your shirt."

The comment is so unexpected that Charles can only stare. He stiffens as Erik gets up and moves towards him. Erik settles himself beside him, his hands reaching out to swiftly unbutton the small buttons on his shirt. Charles is sure he is flushing when Erik pushes the shirt off his shoulders, his dark eyes meeting Charles's blue irises.

"There. Feeling warmer?"

"Yes," Charles says softly as Erik moves back to his original spot. Aware of Raven's presence, he tries to force the flush off his face, busying himself with grabbing his own wet shirt and squeezing the water out of it onto the cabin floor. It had been cold even in the warm cabin, but it was suddenly too warm.

There is a silence as Charles gets rid of the water from his clothes, before Raven speaks, her voice close to his ear and sly. "I've finished drying your hair, Charles. I guess I'll just go see what Moira's up to now."

Before Charles can stop her, she gets up with the towel, gives him a _smirk_ and heads for the door. He watches as she makes to leave the cabin, "I'll see you guys later."

With those words, she is gone. Charles blinks, then stares. The silence she leaves behind is almost unbearable, and he is acutely aware he and Erik are alone in the cabin.

Charles shifts his gaze to Erik, who is using his own towel to dry off his naked upper body. The other man returns his gaze curiously. "What?"

"Nothing," Charles says, quickly looking away. He curses Raven for leaving and taking the towel away from him, even though he feels far from cold.

Charles is sure he hadn't been staring, but he had seen that the other man's body was hard and full of muscle. He supposes it is because Erik has been training his body physically for his goal of revenge all his life, and pushes the thought away.

He can feel Erik's eyes on him, and cannot help but feel uncomfortable. Charles swallows, convincing himself that it is because, being a man of books and living sheltered all his life, he is nowhere as muscular as Erik is and as a fellow man, he feels envious and the slightest bit self-conscious.

Charles nods slightly to himself. Right, that was right. He glances at Erik's muscular body, before looking away for the second time. It was only normal for him to admire- no wait, _envy_ Erik's fit body.

"What's that on your neck?"

Charles nearly starts. He reluctantly turns his gaze to Erik, keeping his eyes away from the other man's hard chest and trying not to flush. "What?"

"There's something on your neck," Erik points out simply. His hair is wet and covering his dark eyes in a way Charles supposes women, women and _not_ him would find sexy. He is staring at Charles intently, frowning. "Is that a bite mark?"

Charles instinctively brings his hand against his neck. "You could say that…" he mumbles.

"Who did it?" Erik asks, and this time his voice is heavy.

"The enemy, some red-skinned mutant who called himself Azazeal…" Charles says honestly, unable to tear his gaze away from Erik's intense gaze. He realizes he had almost forgotten about that scene until Erik had brought up the mark Azazeal had made on his neck.

"Do you know him?"

"No."

But the name seemed familiar somehow. Charles realizes Erik is still staring at him with his dark eyes and without thinking, his mouth blurts out, "I like your hair. It's groovy."

"…Groovy?"

"Yes, groovy, like your mutation," Charles says. Then he blinks, and realizes what he had just said to Erik. "I mean-"

"You like my hair." Erik says slowly.

Charles nods. "And your mutation – the power to control metal," he says, then decides to shut up as Erik hasn't stopped staring at him.

God, what was wrong with him? Had he just complimented another man's _hair?_ It is suddenly too warm and Charles can feel the heat – and yes, it must be the heat which was making him delirious; to go from freezing cold to much too warm in a span of several minutes must have done strange things to his brain.

"Do you always…speak like this to people you've just met?" Erik asks, and there is amusement in his voice.

"Of course no- I mean, yes, since idle chatter is a great way to pass the time and get to know each other better," Charles corrects. "And fill the silence."

Just as he says that, there is a silence. Erik has not removed his gaze from him, even as he rises and takes heavy steps towards the uncomfortable looking Charles.

He stoops down next to Charles, bare chest damp and hair still dripping wet. "You like my hair." He says lowly, and is suddenly too close for comfort. "You like my mutation. Do you like my body as well?"

Charles cannot help flushing, not with Erik's closeness and Erik's husky voice and his provocative words. "P-Pardon me?"

"You heard me," Erik says, low and husky, and he presses his half naked body close to Charles, trapping him against the cabin wall.

Why did people keep on invading his personal space today? First Azazeal, then now Erik. Charles couldn't think properly, not with Erik so close, Erik's warm breath on his skin. _"Erik, I'm sure we could converse better at a more reasonable distance."_ He wants to say, but finds himself unable to let a single word escape his lips at the close proximity of their dripping wet bodies.

Erik smiles, his eyes dark and amused at Charles's silence. He places his hands on the wall, on either side of Charles's head. "Tell me what you want from me, Charles."

Charles. It is the first time Erik has spoken his name since they had met in the freezing cold, and Charles feels a shiver race down his spine. He stares with flushed cheeks, blue eyes wide and hands frozen, as Erik leans towards him as if to provide the answer he himself cannot voice.

Erik barely brushes his lips against his before he senses metal turning and he quickly withdraws from Charles, darting his gaze to the intruder.

Moira is standing at the door. She blinks at the flushed Charles and annoyed looking Erik. "I'm sorry. Did I interrupt something?"

"Oh no, of course not," Charles answers before Erik can. Another's presence and the light flooding into the cabin has given him back his ability to voice his thoughts out loud. He gives her a reassuring smile.

"Oh. Well…" Moira clears her throat. She looks between Erik and Charles, before she says, "I apologize, but it seems like the CIA has called for a meeting to discuss future plans."

"Meeting; yes, of course," Charles says. His shirt is now mostly dry and he quickly puts it on, buttoning it but not with a little clumsiness. "We'll be there. Give us a moment, will you?"

"Alright." Moira says. She gives them one last look before closing the door behind her.

"CIA?" Erik says. "You're working for the CIA?"

"Not exactly, we're merely assisting them while enlisting their help," Charles says calmly, now able to speak when Erik is not so close to him. "I assure you, it's a mutually beneficial transaction."

"I don't work with the CIA or any other organization," Erik replies, his voice filled with resentment. "I work alone."

"I'd been hoping you would change your mind about that, Erik." Charles says. He inhales, before getting up from the hard floor. "I am not going to force you, of course."

With those words, he heads to the door. He grabs the knob and opens it, looking back at the silent man. "Are you coming?"

Erik doesn't reply, instead striding forward. Charles smiles, and moves to exit the cabin.

* * *

><p>The sunlight is shining brightly down on them and Charles smiles. He is walking with the CIA agents, with Moira and Raven. He is walking beside Erik, who has sunglasses on and had decided to follow them, for the time being. They are walking slowly, leisurely, but confidently forward.<p>

It almost felt like a new beginning.

They are soon in their destination, inevitably a CIA compound. The place is huge, and Charles listens as the CIA agent talks about it, leading them forward as he chatters amiably.

They arrive in front of railings and what looks like a huge, whirring fan. They are in, what Charles assumes is a laboratory, with a young looking boy standing in front of the equipment, looking at them with curiosity and wariness in his eyes.

"Hank," the CIA agent announces, loud and superior sounding. "These are the special new recruits I was telling you about."

"This is Hank McCoy, boy genius, and one of the most intelligent scientists in this place."

Charles smiles, happy and delighted. He can sense that the boy is a mutant – though what his mutation was, he wasn't entirely sure. But the mind he can feel is full of conflict, intelligence and potential, and he finds himself moving forward, moving to take the boy's hand.

"How wonderful. Another mutant, already here," Charles smiles widely as he shakes Hank's hand, having not known the CIA had been hiding a mutant of their own. He turns his head towards the surprised looking CIA agent. "Why didn't you say?"

"…Say what?"

Charles blinks. Then he realizes. "Because you don't know." He is stunned for a moment at his blunder, then turns to Hank, meeting his eyes in regret and apology. "I am so, so terribly sorry."

The CIA agent moves forward, looking at the boy with beady eyes. "Hank?"

Hank looks away, not meeting his eyes. "You didn't ask, do I didn't tell." He mumbles.

"So your mutation is what…you're super smart?" Raven asks, mischief dancing in her eyes as she moves towards Hank.

"I'd say, I graduated from Harvard at the age of 15," Hank says, in a matter of fact tone and Charles is slightly surprised there is no pride in his voice. "I wish that was all it was."

Charles looks at Hank. He doesn't want to read his mind but the boy is broadcasting his thoughts so loudly he cannot help but overhear them. _"Disgusting…they'll recoil if I show them…."_

"You're among friends now, Hank," Charles reassures him. He glances towards Hank's feet, then gives him a gentle smile. "You can show off."

Hank looks at him, then at them. Charles can sense the clear hesitation in his mind, but he stoops to remove his shoes and socks, and their eyes widen at the sight of his feet.

Hank stands up, wiggling his toes. His feet are huge and deformed looking, looking more like big hands than feet. Charles has never seen such a mutation before, and he finds himself looking in awe at Hank's feet.

Raven gasps, but she is smiling. "So…what can you do with those?"

Hank blinks, as if he isn't sure she is talking to him. He returns her smile, and begins to look more confident as he walks forward. "Sorry." He says as they move back to give him space.

They raise their gazes as Hank seems to inhale, before jumping up. His feet catch onto the surface of the model of the airplane above them, and Charles stares as they stay there and Hank is hanging upside down like a monkey, looking at them with a smile on his face.

Charles finds himself laughing as he stares at Hank hanging upside down. And he can hear Raven and Moira laughing too – he glances at Erik who has been standing silently at the railing but is now staring at Hank, his eyes slightly wide.

Raven moves forward until she is standing in front of Hank. She smiles up at him, admiration in her voice. "You're amazing."

"Really?" Hank is now grinning. Raven nods. She steps back as he does a flip and lands back on his feet, smiling brightly and looking as young as Raven.

"An interesting ability indeed," Charles says, his hands in his pockets as he smiles at Hank. "You should be proud of your mutation, Hank. I've never seen anything like it before."

"Me neither." Raven adds, smiling.

Hank looks between Charles and Raven, as If unsure they were complimenting him. But the tumult in his mind ends as he gives a genuine smile, and bows lightly to his audience, his next words as sincere as his smile.

"Thank you."

* * *

><p>They stay in the place the CIA has provided them with for a few days, making future plans and trying to figure out Shaw's next objective. Charles cannot help but notice that Raven is spending quite a lot of time with Hank, but brushes the notion away. His sister could take care of herself, and Hank seemed like a good guy. Although there was that ongoing conflict in his mind…<p>

But there were more important matters to attend to.

He is leaning with his arms crossed against the wall near the rotating doors, his eyes closed, waiting to see what Erik would do. Sure enough, he feels Erik's mind closer than ever, then getting further away with every step of his heavy boots.

"Are you going to stop me?"

Charles opens his eyes. He lets his arms fall, shoving them into his pockets as he strides forward, meeting Erik's gaze. "You're leaving." He states simply.

Erik is dressed in plain grey pants and a brown turtleneck. He is holding a suitcase in his hand. He doesn't reply Charles, doesn't even nod.

"You know if you leave you won't only be leaving me behind," Charles says casually, but meets Erik's eyes sharply. "You'll be leaving the chance to be something greater than yourself."

Erik remains silent, and Charles continues, "Shaw has his allies," he says, his smile wry, "Don't you think you could use some of your own?"

"I work alone." Erik says, his voice deep and rough.

Alone. Erik had been alone his whole life; working alone, living alone, hunting Shaw out alone. He had followed Charles to the CIA meeting, followed Charles to this compound and had even stayed for a few days. But through it all, Charles had no doubt he was going to leave someday. Or at least attempt to leave.

"Don't try to stop me," Erik is looking at him, eyes dark in the night. "You don't know anything about me."

"As a matter of fact, I do." Charles says. And it was indeed a fact, indeed true. A person's mind would not, could not lie; especially one as convoluted and conflicted as Erik's.

"What do you know about me?" Erik says the question more like a statement. He is frowning, not smiling or even smirking, and Charles's mind cannot help but flash back to that time in the cabin.

"_Tell me what you want from me, Charles."_

"Everything," Charles says, and his voice does not tremble, not at the memory, not at the hostile look in Erik's eyes.

"I won't make you stay," he tells Erik with a smile, but his voice is firm. "I could, but I won't."

With those words, Charles turns and heads towards his quarters, leaving Erik standing alone outside in the cold night air with a conflicted mind.


	7. Chapter 6: Memory

Author's Note: :) I've read all your reviews and I would just like to say you people are awesome :) It's still a bit early in the story yet I'm receiving so much feedback! I'm overjoyed, really.

I wanted to reply to your reviews but time is being snatched away from me these few days. I have a literal list of things to do. Sigh. I'm posting this today 'cause from tomorrow onwards I'll be busy till the weekend, or Friday night if I'm lucky, Sunday if I'm not. This chap is shorter than the previous one, but I hope it will make up for my lack of reply. I'll still try to reply to your reviews all the same, on the weekend when I'm more free maybe.

As usual, hope everyone enjoys reading this chapter :) It should satisfy your curiosity. The plot begins.

_Disclaimer: I don't own X-Men First Class or its characters._

* * *

><p>It is the next morning. Charles has his chin on his hand, a polite smile on his face as he listens to the CIA agent speak.<p>

"As I was saying, we've managed to produce an absolutely magnificent machine," the man says, pride and smugness in his every word. "It can use radioactive waves to seek out the presence of mutants."

"Really." Charles says, his legs crossed and his left arm slung around the back of the chair.

"Yes," the bespectacled man says, eagerly leaning forward. "It is a very powerful device, if I might say so myself."

"And?"

"And it requires the assistance of a telepath," the man continues, unabashed. He laughs. "Luckily, we have you, Professor."

"Hmmm." Charles makes a non committal sound as he stares at the man. He really was oblivious to his annoyance.

"Of course, you will help us, won't you?"

Charles merely continues staring, wondering how he should go about rejecting the man's offer. It was as clear as the shining machine outside that the CIA agent was planning to make use of his mutation for their own purposes. He couldn't say he supported their ambitions.

The man is still waiting for his answer when the door opens. Surprised, he turns towards the new arrival.

"You…"

Charles's reaction is quite the opposite. He had sensed the approaching mind. He hadn't been wrong.

"Erik," a relieved smile breaks across Charles's face as he meets the gaze of the metal bender. "You decided to stay."

Erik just looks at him, but there is no hostility in his eyes, unlike the previous night. He turns his gaze to the man sitting opposite Charles. "If we are to seek out new mutants we will be doing so using our own resources."

The CIA Agent looked affronted, offended even. "Now you can't possibly-'

"I agree with Erik." Charles says casually. He meets Erik's eyes.

The man looks frustrated, his mouth twisting into an ugly scowl. He is glaring at Erik as if he had ruined all his future plans with just his entrance. "And what if I object?"

Charles's lips curl as he looks at the man in amusement. There really wasn't a polite way to do this, was there?

"Then, good luck using your machine without me."

* * *

><p>Erik and Charles walk along in near silence. Charles was indeed glad Erik had stayed, but the man's expression was pensive and he decided to keep his thoughts to himself.<p>

"Charles."

Charles turns with a smile. "Yes Erik?"

Erik stares at him with gray-green eyes. They are facing each other and he advances forward. "I never did thank you for saving my life."

"That is quite alright, Erik," Charles says, despite feeling a little puzzled why Erik had brought the issue up so suddenly. "I did not begrudge you."

"You never begrudge anyone, Charles," Erik says lowly and his face is suddenly too close. Charles makes to move back, then realizes with a start his back is already against the wall.

Charles tries to look away, resisting the urge to clear his throat. "Is there a point to this, Erik?"

"I wonder." Erik says. And then he bends down and captures Charles's lips.

Charles's eyes widen. He is frozen as Erik kisses him, kisses him like how he had probably wanted to kiss him in the cabin that night. He thrusts his tongue into Charles's mouth, pinning the other man to the wall as he kisses him fiercely.

Charles snaps out of his daze as he feels Erik's hand slide up his shirt. He tears away from Erik, heaving and gasping. "Erik, this- this is inappropriate." He pants as he places a hand on Erik's arm. "Stop."

Erik merely smirks, and Charles's pounding heart skips a beat at the desire in his eyes. "Always so concerned about propriety, Charles." He whispers huskily.

Before Charles can react, he grabs Charles's wrists and hold them in his tight grip beside his head. Charles stiffens as Erik moves closer to him, his knee brushing against his thigh. "But I never hesitate to get what I want."

"Erik-" Charles is cut off as Erik roughly covers his mouth with his. He releases a gasp into Erik's mouth as Erik moves his knee to in between his legs, pushing up against him, struggling against Erik's larger body.

He cannot move his hands – Erik's grip is way too strong. Charles tries to not panic, as Erik's free hand brushes against his stomach. He has never been in such a situation before and he is quite caught off guard.

"_Erik stop!" _Charles communicates to the other man telepathically even as he moans unwillingly into Erik's mouth as Erik grinds against him. _"Don't make me stop you!"_

He can feel Erik's lips curve into an amused smile as he chooses to ignore his last sentence. _"Why?"_

"_I've never been with a man before." _Charles tries, gasping as Erik's fingers twist his nipple. _"I don't- want this."_

"_Neither have I." _Erik replies, his mind voice smooth and composed. _"But I want you."_

Charles cries out into the air as Erik finally releases his mouth but grinds down into him, growling into his ear. "Charles."

"Erik." Charles gasps. He can feel Erik's arousal, both mentally and physically. His mind is frantically working out a solution get out of this situation. Should he stop Erik? Was it right to use his telepathy in such a way?

Of course it was right – Erik is the one whom had practically assaulted him- Charles's thought is interrupted when Erik rubs his arousal against him, his hands running over Charles's chest, who flushes as Erik growls filthily into his ear.

Charles whimpers as Erik's mouth descends to bite his nipple through his shirt. Erik hastily rips the buttons off his shirt, exposing Charles's bare chest. He growls, and descends to take his nipple into his mouth, causing Charles to let out a surprised cry.

Charles squeezes his eyes shut, whimpering softly as images flash through his head. Why did it feel like he had done this before? Why did it feel like someone else had done this to him before?

It was impossible - he had never been with another man. Not even once. But the images are still flashing through his head; images of a blond man fucking a brown haired girl, of them sitting at a café, the sight of icy blue eyes and pain assaulting his mind, of a shining diamond ring-

Charles lets out a cry of pain. His back slides down the wall and he falls to the floor, hitting his head against the wall as his wide blue eyes stare at the empty air, which is soon occupied by Erik's worried face.

"Charles!_?_"

"Promise," Charles whispers, staring at Erik but not looking at him. "A promise."

"I remember."

"What?" Erik is staring confusedly at him. Charles watches with blank eyes as Erik removes his grip on his wrists, using his hands to cup Charles's stricken face. "What's the matter, Charles? Did you hit your head?_!_"

"Erik," Charles says, softly. "Release me."

Erik hesitates, but obeys. His hands slide down Charles's face to his shoulders, before he removes them from Charles's body completely. The desire in his green eyes is gone, to be replaced with genuine worry.

"What happened?"

Charles is buttoning his shirt, his movements the slightest bit shaky. When he is done, he pats his hands down his clothes, before rising to his feet. "I'm sorry Erik, but I have to go."

"Charles-"

Erik moves, a hand reaching out to stop him, but Charles gives him a look. "Excuse me."

Erik stops. Charles smiles at him, then turns to head to his quarters.

* * *

><p>"<em>This is a promise, from me to you. I promise we will meet again, someday. And when that day comes, I will keep my promise to not read your mind."<em>

Charles rubs his temples. He remembers everything now, though he wishes he didn't.

He remembers Emmett the telepath. He remembers the sex, the 'date', the promise. He remembers Raven's kind words of advice, remembers her reassuring smile, the diamond ring…

And he remembers making Emmett perceive him as a girl through it all.

Charles sighs. He thinks back to that day, after Emmett had made his promise, after Raven had given her advice. He flashbacks to himself in his study, staring at the diamond ring on his finger and wondering what was he to do.

Charles closes his eyes. He remembers what he did with it, recalls what he told himself. He had told himself to forget. In his maelstrom of conflicting emotions, he had used his own telepathy on himself…

* * *

><p><em>Charles stares at the diamond ring on his finger. Was he really going to do this? Was it right?<em>

_He thinks of Emmett. He thinks of Emmett's cold and warm blue eyes, thinks of that genuine smile, thinks of how protective he had been over him with Janos. He thinks of Emmett kissing his hand, then sliding the diamond ring onto his finger…_

_No, it wasn't right. It wasn't right to forget about someone whom seemed to be a cold person, but had nevertheless placed trust in him, despite all his lies._

_But then again, it hadn't been right to trick Emmett to think he was a girl. The things Emmett had done- they were for Charlene, not Charles._

_And Charlene didn't exist. Not anymore._

_Charles looks at the diamond ring. For the first time since he had received it, he examines it curiously, not like a scientist but as someone whom wanted to see the beauty in a gift._

_Raven had been right – it was beautiful. Charles had close to no real knowledge of jewellery but even he could see that the diamond ring was simply exquisite. The jewel is shining with beauty and luster, well crafted and as beautiful as Emmett's smile when he had slid the ring onto Charlene's finger with that promise…_

_Charles closes his eyes, making his decision. He would forget. He would forget about the time he had sex with Emmett. He would forget about Emmett Frost and his personal agenda with his friends. He would forget about Emmett's promise and the diamond ring he had given to Charlene._

_The first problem was; what would he do with the diamond ring? He couldn't just throw it away, it seemed like such a pity. It was probably really expensive too, and Charles didn't want to waste Emmett's money. He contemplated giving it to Raven, but didn't want her feeling guilty over it._

_Emmett had given the diamond ring to Charlene, which meant he expected her to keep it. But Charlene was actually Charles._

_Yet, Charlene's body was Charles's. Her hand was Charles's, merely made to be perceived in a different way. Charles smiles at the thought. _

_He had found the perfect solution._

* * *

><p>Charles holds out his hand. At first glance it seemed to be completely empty. With his free hand, he holds his fingers to his temple, concentrating.<p>

The telepath smiles as his power works and silver starts to form. The silver curves around his finger, shining and misty, to form a shimmering diamond. Charles exerts a little more of his power and the mist dissipates, and the feeling of having a ring on his ring finger is back in his mind.

The diamond ring is shining and beautiful, as beautiful as the day Charlene had received it from Emmett. Unconsciously, Charles raises his hand and touches his lips gently to the precious jewel.

Charles lowers his hand. He smiles sadly at the sight of the diamond ring. The perception of invisibility he had placed over it was gone, and he found himself with no more the desire to remove it than he had all that time ago in his study.

Although he had made himself forget, he hadn't had the will to make himself completely forget everything. He had settled on forgetting and pushing the memories to the deepest recesses of his mind – to only emerge when there was a suitable trigger.

Even now, Charles still wasn't sure what the trigger was. Maybe it had been when Erik had touched him like Emmett had done. Maybe it was when another man showed affection or lust towards him. It could even be a kiss with another man, or the coldness in another man's eyes.

Whatever the trigger was, Erik had pulled it, though unintentionally. But the memories had flooded into Charles's head, and now he remembered everything. Whether it was a good thing or not was still up for debate.

Charles sighs. Unfortunately, he remembers not only Emmett but Janos, Emmett's friend. And even the mention of their friend Azazeal-

Charles freezes at the thought. Azazeal, Janos. Memories enter his mind again, but this time they are memories of recent events, memories of using his telepathy on the ship to stop the tornadoes, of being ambushed by a red-skinned man whom claimed himself to be Azazeal.

At the thought, Charles subconsciously raises his hand to his neck. The bite mark is barely visible now, but the memory still echoes in him as if it had happened yesterday.

Emmett's friends were called Azazeal and Janos. Charles had seen Janos for himself – a dark haired man with curly black hair and a harsh glare. He remembers Janos tossing a tiny whirlwind leisurely between his hands, so different from the powerful tornadoes he had seen overturn the men's boats.

He had felt Janos's mind while trying to calm him down – furious like the tornadoes he controlled, but with a strange sense of calmness. Charles bit his lip. There was no doubt about it; Emmett's friend Janos which he had met in the past was the same Janos whom had been on Shaw's ship.

Azazeal's image appears in his mind next, his wicked smile, his dangerous tail so close to his neck, his windpipe. A man, a mutant with red skin.

He had not seen Azazeal in the past, only Janos and Emmett. But it is too much to brush off as a coincidence. Janos not only had Emmett's friend's appearance, albeit with longer hair as Charles had seen while accessing his mind, but also his abilities, and his mind. And Azazeal had attacked him for 'messing with' Riptide's mind, which Charles supposes is a codename for Janos. If those two were related, then so was Emmett Frost.

They were mutants with a cause, as Emmett had told him. Only, he had not specified what their cause was, claiming it was for justice.

Charles can no longer hope it is not true; Emmett Frost had been on that ship. He had probably followed Shaw into his submarine, along with Janos and Azazeal. He and his friends were working for Sebastian Shaw, their current target.

"_An Omega level mutant with powerful influence"_ ; Charles wants to curse his good memory as he gives a dry laugh at the memory of Janos's words.

So Shaw's subordinates had been searching for him from so long ago.

A part of him wonders why he is so affected. Hadn't he wanted to forget about Emmett all that time ago? And now he is making his presence known in Charles's life again, and he hadn't even _met_ the man yet.

He remembers the cold mind which had repelled him, and gives a dry smirk. Once again, Emmett had shown his true colors, only he hadn't been there this time to apologize and kiss Charlene- no, _Charles_. No wonder he had felt a vague feeling of déjà vu.

The smirk slips off Charles's face. He sighs, resting his fingers on his forehead and suddenly feeling weary.

He was losing control of himself. This was not like him. Charles bites his lip, his blue eyes contemplative.

Charles now knew Emmett was Shaw's accomplice. But Emmett didn't know Charlene was his enemy and was actually a man named Charles.

Charles smiles. He looks at the diamond ring on his finger. His fingers are already on his temple and he uses his telepathy to put the guise of invisibility back onto the promise ring.

When he can no longer see the ring, Charles gets up. Composing himself, he heads for the door, planning to discuss with Moira their future plans to take down Sebastian Shaw.

Charles now knew, but Emmett didn't still.

He didn't need to know.

* * *

><p>"Azazeal."<p>

Azazeal smiles. "What is it, Emmett?"

"You've been smiling more often than usual," Emmett points out, regarding Azazeal with a bored expression but with curious blue eyes. His lips curve. "Did something good happen?"

Azazeal smirks. He turns to look at the blond. "I merely found someone amusing."

"Who is?"

"You wouldn't know them, Emmett," Azazeal says, taunting. "I found them on the enemy's ship."

Emmett blinks, then smirks. "Fraternizing with the enemy, Az?" He asks, blue eyes amused. "Never thought you were the type."

"I only pinned him down and bit him." Azazeal didn't even sound like he was defending himself.

Emmett smiles, cold and evil. "_Bit_ _him_?" He says casually. "Are you going to tell me what exactly happened or am I going to have to pull it out of your mind?"

Azazeal returns his smile. "Go ahead."

Emmett smirks. He looks straight at Azazeal, using his telepathy to pick out the incident from Azazeal's mind.

He sees Azazeal teleport onto the ship and grab his target's wrist. He sees him pin him to the floor and snarl at him. He sees the man looking determined despite the fear in his pretty blue eyes, then sees Azazeal laughing, not evilly, but in amusement. Dark amusement.

Azazeal bites the man on the neck, who cries out. Emmett withdraws from Azazeal's mind, who is smirking at him. "So?"

"He's pretty," Emmett smirks back at him. The man had looked familiar, somehow, but he was Azazeal's target. Besides, _his_ own target was a girl, a pretty brown haired girl he could not forget even after such a long time. He raises a hand to his chin. "You have good taste."

Azazeal laughs, long and loud. The sound draws the third member of their team to the location, who raises his eyebrows at them disbelievingly. "Are you _laughing, _Azazeal?"

"I believe so." Emmett says sarcastically, and sends the images he had witnessed to Janos's mind.

He watches as Janos gasps shortly, his eyes widening as he takes in the sights, before he whirls to scowl darkly at Emmett. "A little warning would have been nice, Frost."

"It got the point across." Emmett taunts, smirking. "You should thank me for satisfying your curiosity."

Janos glowers. "So what's so special about him, Azazeal?" He asks darkly. "He's just another human."

"He's a telepath, actually," Azazeal has finally stopped laughing, and he smiles darkly at Janos. "He was the telepath who was controlling your mind."

"I thought only I could do that." Emmett says, interested, his smirk widening. "Control Janos's _whirlwind_ of a mind, I mean."

Janos pretends not to hear him, but he is scowling. He crosses his arms. "_Calm down, Janos. Calm down." _He mimics in a caustic voice. _"There is no enemy."_

"And yet you listened to him." Emmett points out dryly. He smiles, blue eyes cold. "He must be the telepath whom I blocked from accessing our minds."

"It says volumes about your skills as a telepath if he was able to control me." Janos counters, smirking.

Emmett frowns. "His mind was strong and powerful," he admits reluctantly. "I gave him quite a strong mental attack. I didn't expect him to attempt to use his telepathy again."

Azazeal smirks. "So he was speaking the truth when he said he could crush my mind," he says, dark amusement in his voice. "And when he said he didn't damage Janos's mind."

"How interesting." Janos says, and they cannot tell whether his words are genuine sounding. "A mutant whom has caught the interest of Azazeal and is uninterested in using his power to crush people's minds, unlike Emmett Frost."

"A telepath who had no difficulty in calming Janos down," Emmett adds, a sly smile on his lips. "An interesting mutant indeed."

"Now all we have to wait for is for _him_ to take an interest in this new telepath." Janos smirks.

Azazeal growls, and Emmett says. "Oh please. We all know he's only interested in the subjects he has created," the blond drawls. "Erik Lensherr, for one."

"The man whom destroyed our ship with a single anchor." Janos says. "How admirable."

"He didn't manage to stop us from getting away." Azazeal points out smugly.

Emmett chuckles as he leans against the submarine's wall. Speaking of telepaths…

He is about to speak to Azazeal when a warm feeling envelopes him. Emmett blinks. He raises his hand, realizing the feeling is coming from a particular spot on his ring finger.

The feeling is a pleasant one, as if someone had placed a gentle kiss on his finger. It is full of warmth and affection and Emmett finds himself smiling genuinely for the first time in a long while.

He had felt it when there was something hiding the diamond ring from sight. He had assumed, albeit disappointedly, that Charlene had used her telepathy to make the diamond ring on her finger invisible. But he hadn't been entirely disappointed because that hadn't necessarily meant that she had forgotten him.

He couldn't see through the diamond on the ring, which was a pity, but he could vaguely feel the emotions towards it – Charlene's emotions. And when he had felt no particular feelings towards it for a long time, he had been afraid that she had truly chosen to forget about him.

But she had remembered. Even after so long, she had remembered. Emmett smiles. It had taken him some time to accept his feelings towards her, and now that he had a second chance to gain her affection, he wasn't going to screw it up.

He hadn't been lying – the diamond was a part of him, part of his diamond form. And she had accepted it – had tried to hide it then, but had accepted it now. The gladness he felt was well worth the long wait.

"…Emmett?"

"Are my eyes deceiving me or is the White King smiling?" Janos asks in disbelief.

Emmett smiles, relishing in the slightly freaked out expression on Janos's features. "What do you think?"

"I hope my eyes are deceiving me." Janos says dryly once he has gotten over his surprise.

Emmett laughs, and Janos twitches. "First Azazeal laughs, then now you," he says. "What, have you found a pretty target too?"

"Actually, I've already found my pretty target long ago," Emmett says, smirking. "And she has just remembered me."

"You mean she forgot about you?" Azazeal asks curiously, lips twitching. "Who could forget _you_?"

"You- don't tell me it's that telepath girl you met eons ago," Janos says in a deadpan voice. "If I were her I would already have forgotten about you."

"She did forget about me, but she just remembered me." Emmett says, knowing his sentence made little sense.

"That doesn't make any sense." Janos replies, predictably, Emmett thinks. He shakes his head, speaking sarcastically. "So. She remembered you. Are you two going to go on another date then, after all these _years_?"

"You read my mind, sweetheart." Emmett drawls, and smirks as Janos blanches at the affectionate term. He was too easy.

Emmett turns to Azazeal. With the amused smile on the red-skinned mutant's face, he doubts he would have to telepathically convince him to assist him.

"Hey Azazeal. I have a favor to ask of you."


	8. Chapter 7: Meeting

Author's Note: Thanks so much to everyone who read and reviewed the previous chapter, including my anoymous reviewers :) It's been a while but here's the next, especially long chapter :) I was smiling and grinning as I read all your reviews over and over again. I have found time to reply them as well :) And for those who have accounts it would help if you leave a signed review so I could reply you as well :) I appreciate all comments, anoymous or not.

Anyway this chapter is like 7k words but I totally do not regret it. Ahhh I really should stop writing so long chapters. And Erik - I can almost swear he's making me a pervert like he is towards Charles...should I up the rating to M, by the way?

Ahem. Anyway I should be posting the X-Men 1st Class version of Charlene and Emmett on my profile, as soon as I manage to get them. Which means they'll look older but still pretty. But for those who prefer the Emmett and Charlene on my profile, you can just picture those :)

Oh and on another note, I do apologize if Logan is out of character - the only thing I know about him is from _that_ scene and what I've read from AU fanfics of First Class involving him. And on a completely random note, I think the song _So in Love with Two _by Mikaila fits the ErikxCharlesxEmmett love triangle perfectly...doesn't it? Would make an AMV if I could.

**Disclaimer: I don't X-Men First Class or its characters.**

* * *

><p>Being able to be connected to every mind of every mutant in the world was an amazing feeling, like nothing Charles had ever experienced before. He couldn't stop smiling as he slowly accessed minds he had never gotten the opportunity to be aware of before, finding details about the young mutants; their location, occupation, personalities.<p>

Knowledge was indeed power.

"Charles, that's enough."

"Just allow me a few more minutes, Erik." Charles says as Erik frowns at him.

"No." Erik replies and proceeds to uses his mutation to mentally turn off Cerebro, making sure not to hurry the process to avoid the risk of hurting Charles. He stares impatiently at Charles. "We need time to find those mutants, Charles."

Charles stares back at him, then sighs. He shakes his head slightly as Erik removes the contraption off his head, his brown hair slightly messy, then gets up from the chair. "That's a valid point."

"Besides the fact that that machine is draining you of your energy?" Erik asks distastefully as he takes in the tired features of Charles's face.

Charles's smile turns amused. "Didn't you say I was an adorable lab rat the first time I tried using it, Erik?"

"You're going to be a drained lab rat if you continue using it like this." Erik says bluntly.

"I'm fine, Erik." Charles says. He smiles at Erik then brushes past him.

"Let's go search for those mutants, shall we?"

* * *

><p>Erik and Charles spend the next few days searching for the mutants Charles had located using Cerebro. They had failed a number of times, as Erik had expected, but to Charles's gladness, had managed to recruit a few interesting mutants whom willingly went back with them to their place of residence.<p>

There were mutants with ordinary lives such as Darwin whom worked as a cab driver, and Sean, whom they had approached while he was on a date with a girl – only to be dumped by her; _"I'd rather go out with the fish"_. Charles and even Erik had not been able to resist smiling in amusement at the poor boy's plight, though Erik's smile was more of an amused smirk. Though, they did get the right mutant – Sean had cleared away all the fish in the aquarium with his supersonic powers, and Charles had already been able to see the potential of Sean's unique power during their first meeting.

There were also mutants whom lived less than ordinary lives but didn't seem to mind. There was Alex, whom was a boy in prison who preferred solitary confinement, and Angel, who was a stripper. Charles had been a little uncomfortable in the strip club as it was his first time entering one, but Erik had seemed completely at ease. Fortunately for Charles, his nervousness had faded away soon enough as he and Erik found amusement in recruiting Angel, complete with perching together on a bed in the strip club with Erik drawling innuendo-filled lines – in Angel's direction of course.

Charles thinks back vaguely to the memory. Erik had been close to him then, but not so close that he was invading his personal space like the other times. Although Erik's words had been rather provocative that he could see Angel thought he was proposing a threesome, Erik had meant it as more or less of a joke. That was good, for nothing happened after Angel left to pack and go with them, though Erik had given him a look that made him feel uncomfortable being on the bed with Erik.

Charles inwardly shakes his head, glancing at Erik who is walking beside him. There was no need to risk his friendship with Erik.

They are on their way to a bar, where their next potential recruit is. Only, this mutant was different from the rest.

"A mutant who is immortal," Erik says, glancing at Charles. His lips quirk. "What do you think he's like?"

"Very experienced in combat, probably." Charles replies, remembering the glimpses of the man's skills and weapons he had caught in his mind.

"A potential ally then," Erik is beginning to look interested. "If he agrees to join."

"We are also providing him with a place where he will be accepted, Erik," Charles reminds him gently, "Not to just recruit him for a battle."

Erik doesn't reply. They have reached the bar, the location of the mutant which Charles had pinpointed. With a slight nod from Charles, they step inside, immediately beginning to assess their surroundings.

"Which one is he?" Erik asks gruffly.

Charles pauses in his stride. He does his classic gesture of telepathy. The mind he searches of is dark and distinct, filled with resentment as he remembers from touching it in Cerebro, and he turns his gaze to a man at the counter. "He's there."

Erik nods and they approach him, and he starts first, "Excuse me, I'm Erik Lensherr."

"Charles Xavier." Charles introduces smoothly from the other side of the man.

The man who is downing beers doesn't even turn. "Go fuck yourselves."

Charles blinks, but Erik seems undeterred. "How would you like to join a battle?"

The man replies gruffly after a moment of silence, as if only to get them away. "Not interested."

Erik frowns and Charles smiles charmingly, stepping forward. "Would you prefer a place of refuge then, Logan?"

"I'm not a fucking refugee." Logan replies, not sounding pleased. "And get the fuck out of my head, telepath. I don't like you in there even if you can't manipulate my thoughts."

Charles's eyes widen and he retreats. "I'm sorry Logan, I wasn't intending to-"

"Why are you apologizing, Charles?" Erik says darkly. He leans close, slamming a hand down onto the counter. "He should be the one saying sorry for even assuming you would manipulate him."

Logan takes a swig of beer, sounding like he's smirking. "Me, sorry? Who do you think I am?"

"Who do you think _you're_ talking to?" Erik growls, his voice low. "I will make sure you suffer if you don't apologize to Charles _now_."

The metal fixtures in the bar are shaking, alarming the non-mutant occupants of the place. Logan merely smirks, but finally turns to meet Erik's cold eyes. "Protective boyfriend, much?"

"I will admit, you seem to have good taste," Logan says casually as he turns his gaze to the surprised Charles. "I'm not gay, but I could use a good fuck."

Charles feels his cheeks warm at the images in Logan's head; as the mutant recalls fucking various women and thinks descriptions of him which are none too innocent and make him flush.

Then Logan lets out a strangled groan and he knows Erik has snapped. The other man has his fist clenched, a storm of anger and fury in his gray-green eyes as he uses the belt around Logan's waist to crush his body.

"I sense a lot more metal on your body," Erik hisses dangerously. "Of course, we will take this outside as I do not wish to cause a scene."

"_Erik, no!"_ Charles meets Erik's eyes as he communicates to him telepathically, noticing people around them were already staring at them in apprehension. _"Don't abuse your powers like this! We're trying to recruit him!"_

"You heard what he said about you Charles, and you heard what he thought about you," Erik replies almost casually, and Charles is taken off guard. "He refused to apologize, and he has already rejected our offer."

With those words, Erik grabs Logan's arm. Still squeezing him with his own belt, he drags him off the chair into the fresh air outside. Charles snaps back to reality and follows quickly.

Erik drags Logan into an alleyway, then roughly throws him against the wall. He has not released his control on the metal belt but Logan rebounds and aims a kick at him, which he barely manages to dodge.

By the time Erik's gaze is fixed on Logan, the man has already removed his restricting belt and is charging at him. He strikes out fiercely, and the blow catches Erik in the chest.

Charles's eyes widen as Erik gasps, but manages to swing a heavy fist into Logan's furious face, giving him a bloody nose. Logan's eyes narrow and with a growl, he executes a powerful roundhouse kick which collides with Erik's chin, sending him flying and crashing into the wall.

"Erik!" Charles yells. He rushes to the fallen man's side, placing a hand on his shoulder. "Erik, are you alright?_!_"

"I'm fine, Charles," Erik growls. He pushes Charles's hand off his shoulder and swiftly rises, prowling forward like an angered predator, swiping his bruised face. "That fucking bastard…"

Logan has taken the time to discard all the metal from his body and he gives Erik a wicked grin. "What, still alive?"

"Fuck you," Erik spits and slams his elbow into Logan's chest, but Logan dodges and Erik is hit by a harsh blow to the neck. He snarls as blood drips and catches the fist headed towards him, but takes the brunt of Logan's other fist to his stomach.

Charles watches in shock as Erik, incensed, begins to strike back at Logan whom has gotten serious. He wants to step in between the two fighting men and curses his own physical inability.

"Stop it, Erik!" He shouts, his loud voice echoing off the walls of the alleyway. "Logan has been training in combat for all his _immortal life_!"

It is as if Erik hasn't heard him. His dark eyes are filled with anger and battlelust and just as Logan is aiming a fatal blow towards him, he backsteps quickly, out of Logan's reach, and exerts his power without so much as a single movement.

Charles watches, stunned, as metal claws shoot out of Logan's hands, glinting viciously in the dark alleyway. Logan looks surprised as well, but then smirks as he realizes Erik has intentionally pulled out his favorite weapon.

Erik returns his smirk. "Don't look so happy." He raises a hand, and suddenly Logan is pointing the deadly claws towards himself. The sharp edge brushes against his neck, drawing blood.

This has gone too far, Charles thinks in panic as Erik directs Logan to hurt himself, making him thrust his metal claws into the flesh of his other arm. Forcing himself to calm down, he puts his fingers to his temple and concentrates hard on entering Erik's mind.

"_Get out of my mind, Charles."_ Erik says in his mind, resentment and annoyance in his voice. Charles ignores him, reaching into his mind and searching for the point where all Erik's raging emotions were gathered at.

"_Erik please, you can't do this,"_ Charles communicates desperately as he sends waves of calmness and reassurance to Erik's rage-filled mind. _"Stop this Erik. There is no need to take things so far."_

"_No."_ Erik says simply and drives the claws deeper into Logan's arm, causing him to grimace in pain.

"_Erik!" _Charles's voice is more commanding now, more forceful and firm. _"That's enough. Stop this immediately. Release Logan now."_

Charles is thankful for his powerful telepathy as Erik hesitates before complying. He releases Logan and the man draws his claws out from his own arm, shooting an angry glare at Erik.

But Charles is already there. He puts himself between the two men. "No Logan," he says bravely as he stands protectively in front of Erik, unaffected by Logan's sharp metal claws inches away from his face. "Erik has already agreed to stop this battle."

"Don't get in my way, pretty boy," Logan growls. He sees Charles raising his fingers and smirks. "Don't even try. I'm immune against telepaths."

Charles stops. He sighs, dropping his hand and looking up at Logan. "I do not understand why you and Erik crave bloodshed so," he says simply. "There are more peaceful ways to resolve a conflict."

"He started it, I merely retaliated in defense." Logan says gruffly.

"Yes, I realize that, Logan, and I would like to apologize on his behalf," Charles rubs his temples. "Will that be enough?"

"I do not apologize Charles-" Erik begins heatedly, but is cut off.

Logan raises an eyebrow as Erik's mouth is open but he is immobile. "What did you do to him?"

"I froze him for a short while," Charles says. He closes his eyes briefly, _"I'm sorry Erik, but please let me handle this."_

"_Charles you-_"

Logan grins, darkly amused. "Never thought you were capable of freezing your own boyfriend."

"Erik and I are not in a relationship." Charles says, shaking off the heat rising to his cheeks. He sighs, and crosses his arms. "Let's get back to the point. What else would you request of me as apology for Erik igniting your desire for combat?" He says almost sarcastically.

Logan blinks, then smirks. "I can request anything of you, pretty boy?"

Charles nods. "If I can provide it."

Logan's smirk widens. "Kiss me then." He says.

Charles blinks, uncrossing his arms. But he sees no harm in Logan's request and moves forward, hesitantly reaching up to touch his lips with Logan's. It would not be his first kiss with a man.

However, he hadn't expected Logan to wrap an arm around his waist and pull him close to his muscular body. Charles gasps as Logan claims his mouth roughly, thrusting his tongue into Charles's mouth and hungrily exploring the new taste.

It is only a kiss, but Charles supposes Logan is a really good kisser as he has had more than enough time to practice his skills. He whimpers softly into Logan's mouth, as Logan's rough but clawless hand slides down his waist to cup his ass.

Charles hears himself let out a gasp then inadvertently a near helpless moan as Logan continues kissing him almost violently and Erik's voice is in his head, loud and furious and angry-

He manages to pull himself away from Logan's mouth, breathless and panting. "I think that was quite enough." The unexpectedly intense kiss had distracted his senses and he could feel his control on Erik's raging mind slipping. He inhales, and makes sure it stays intact.

Logan shrugs, though Charles feels uncomfortable as his hand is still on his ass. "Fine." He smirks, shifting his gaze to Erik. "Bet I made him mad, didn't I?"

Charles nods hesitantly. Logan grins in amusement. He releases Charles, much to his relief. "You know, I was half joking about giving me a kiss but it helped that you took it the wrong way."

Charles blinks, feeling slightly embarrassed as Logan turns away. This was one man which his telepathy wouldn't help him to understand.

"I correct my previous statement, you two should go fuck each other instead of yourselves," Logan says casually. He moves to retrieve all his metal then walks away, waving a hand over his shoulder. "You're not a bad peacemaker. Maybe your idea of refuge isn't as stupid as I first thought after all."

Charles doesn't hide the surprise on his expression, and Logan smirks. He turns and meets Charles's eyes. "But I would have to be dead drunk to accept your offer."

Charles blinks, then smiles at Logan. "I suspected as much, Logan." He says acceptingly.

"Right on my hunch that you were a smart one." Logan's lips curve upwards.

With those last words, he leaves, with all his metal back on him. Charles looks at his retreating back before turning to Erik and giving him back control of his body.

He isn't too surprised when Erik lunges towards him, slamming him against the wall. He brings his face close to Charles's, growling, "I cannot believe you."

Charles looks at him with steady blue eyes. "I merely prevented you from doing something rash," he says. "We came here to recruit him, and not pick a fight."

Erik looks at him, and there is something dark swirling in his eyes. "You froze me," he says. "You froze me and let him kiss you. Are you aware of how angry I am right now?"

"There is no need for you to be angry Erik, he did not take advantage of me," Charles says calmly. "It was only a kiss."

He reaches up his hand to remove Erik's hand from his collar but Erik narrows his eyes and slams his hand against the wall. "Only a kiss, Charles?" He says softly.

Charles stares at him, but is prevented from replying as Erik grabs his chin and swiftly forces a kiss upon him. His first instinct is to struggle, and raise his free hand to shove Erik away, but the other man does not budge and it is not long before both his wrists are captured and pinned to the wall with a grip of metal.

While Logan's kiss had been almost violent, Erik's kiss is positively vicious. Charles cannot help but cry out as Erik's teeth catch onto his tongue, biting down on the appendage. He plunges his own tongue deep into Charles's mouth, licking and sucking and plundering as if he wants to taste everything that Charles is, wants to commit it to his memory and then re-taste him over and over again.

There is anger and viciousness and a handful of resentment in Erik's kiss, and Charles is unable to bite his lip to keep a soft whimper from escaping. He is breathless, he knows his cheeks are flushed and there is an uncomfortable weight in his stomach with Erik so close to him, Erik kissing him like he wants to devour him whole. Erik does not kiss like a lover, and Charles can hardly keep up with his pace.

He gasps heavily when Erik finally releases him, catching his breath and staring at Erik with hazy blue eyes. Charles hates the feeling of feeling vulnerable with Erik trapping him against the wall like the last time, with him unable to help realizing how tall and big Erik is compared to him, when he is staring at him with lust in his eyes while pinning him against the alleyway wall.

It is day, but in the alleyway it is dark and Erik's eyes look black and it feels like night to Charles. He feels a sense of apprehension creeping up on him. Although Erik was his friend, Charles knew he was a rough and unpredictable man. The fact that he hadn't said anything to Charles since the first time they kissed didn't help either.

"Was that only a kiss?" Erik asks, his gaze fixed on Charles.

Charles doesn't reply. Erik's lips curl slightly. "If that was only a kiss I am inclined to do more."

This is not Erik, this is something dark controlling him, Charles thinks. The man whom he could consider his equal would not do something like this, would he? No he wouldn't; but that dark anger had always been creeping at the edges of his consciousness. Logan had just brought it to the front of his mind.

Charles tries to read Erik's mind, but to his surprise, it is as blank as the expression on the man's face. He feels a pinch of fear as Erik raises a hand and smiles.

Charles's eyes widen as his belt begins to come undone. He can't use his hands and he tries to kick out at Erik, but the other man is standing too close, his almost amused expression filling his entire vision.

"It's futile, Charles." He says, his voice dark and then kisses him.

Charles gasps against his mouth. This time, Erik kisses him possessively, filling every inch of his mouth and his hands gripping his wrists so tight it is almost painful. He hears the belt drop with a clink to the floor and Erik switches his grip to one hand.

"Erik," Charles says, managing to break away. He stares at Erik with wide eyes. "What are you- ah!"

Charles sees Erik smirk as a spike of pleasure hits him. With a start, he realizes Erik's hand is in his pants, around his cock, and stroking him almost lovingly.

Erik divests of him of his lower garments and before Charles knows it his cock is exposed to the air in the alleyway. His first reaction is to flush, and then gasp loudly as Erik's calloused fingers move to his scrotum.

"E-Erik…" Charles stutters. His mind is telling him this is not right and he wants to push Erik away but he is deterred by the pleasure. He whimpers as Erik gives a harsh tug. "Stop…"

Erik replies by kissing him hard. His fingers begin to move faster on Charles's cock, brushing against the head and cupping his balls. Charles's head hits the wall as he lets out a moan of pleasure. Erik's knees are pressing hard into his thighs and his mouth is hungrily kissing his and oh god his fingers-

"Erik!" Charles cries out, his eyes watering from the pleasure. It has been a long time since he has touched himself and the sudden pleasure is overwhelming with his sensitivity to touch. "Oh god, Erik!"

Charles feels Erik's taut control snap. He hears him growl into his ear and then he is shoved against the wall. His head is spinning and then he hears Erik groan and feels him grind his hard cock against his.

The friction causes Charles to whimper. He is no longer restrained but finds he cannot find it in himself to stop Erik who is thrusting against him now, growling and groaning to Charles's moans, soft whimpers and harsh panting.

There is something painfully intimate and arousing about what they are doing; Charles is aware of so even as he whimpers into Erik's neck. He can feel himself leaking as Erik rubs their cocks together, hissing into his ear.

"Erik," he says breathlessly as he arches against the other man's hard body that is thrusting violently against him. "Erik I-I'm-"

He doesn't get to finish his sentence as he feels that wonderful friction one last time and pleasure fills his mind and then he's moaning and coming against Erik's hard cock.

Charles sees Erik look at him, look at his own come on his stomach. Without removing his gaze from Charles, he retreats, then yanks his cock with his hand and begins to jerk himself off.

Charles is almost aroused again at the sight. Erik does the usually private act as if he has been doing so every day of his life, pumping his cock and growling as he stares into Charles's widened eyes.

Charles cannot avert his gaze from the arousing sight before him. He watches as Erik comes, the hard features of his face twisted by pleasure as he releases into his hand with a low groan that strikes something deep in Charles and he shivers at the primal sound.

Realizing he is staring, Charles finally looks away. He snaps back to action and quickly pulls up his underwear and pants, blushing with heat and arousal and something else as he retrieves his belt from the floor and loops it back through his pants.

What had they done? They had practically humped each other like two animals in heat until he had come. Then he had watched as Erik shamelessly brought himself to completion while never removing that heat-filled gaze from him.

Charles bites his lip, his cheeks flushed red. God, he wasn't even gay. How would he even look at Erik in the eye again after all this, much less communicate with him, especially in front of all their young recruits and Raven?

He knows he is ashamed of himself. He is supposed to be a dignified man, but with that heated look in Erik's eyes and them sharing such a primal sexual activity; he hadn't been able to resist. He hadn't been able to resist the lure of lust that had tugged at his senses; had moaned and whimpered and groaned like a promiscuous whore.

Charles wants to cover his burning face with his hands. But he knows that will not reverse the situation. Instead, he takes a deep breath, turns around and meets Erik's eyes.

"We should go back and get those injuries checked." He says softly, trying to will away the blush from his cheeks.

Erik just looks at him and nods shortly. Charles wonders if he regrets what they had done.

* * *

><p>They are silent as Charles applies the antiseptic on the bruise on Erik's chest, not meeting Erik's eyes. He focuses on his job, trying to ignore how the hard muscles of Erik's chest feel under his fingers.<p>

"I think we're done," he says after a while. He withdraws from Erik, disposing of the cotton bud neatly. "It's not a serious injury, but perhaps we should cover the wound just in case."

"There's no need for that." Erik says. Charles looks in his direction and discovers he is already retrieving his shirt from the floor, calloused fingers threading the buttons smoothly. "I've survived injuries worse than this."

"Logan is a brutal fighter." Charles cannot help but point out, still not meeting Erik's eyes. He clears his throat. "But if you're certain…"

He doesn't finish his sentence, turning around to pack up the first aid kit. He had seen the various scars on Erik's body; some small and almost unnoticeable but others ones that looked like they would be prominently there for life. Charles had never seen anyone with so many scars on their body before and the thought that Erik had even allowed him to see them sent a strange feeling into his chest. Charles wonders why Erik had allowed him to tend to him when he had recovered from injuries worse than the ones Logan had given him, likely without medical attention.

He brushes the thought away. It was getting uncomfortable, being in the same room with Erik. He'd thought he knew everything about Erik with his telepathy, but with the recent events, he wasn't quite sure. What he had thought was a close friendship with the other man had seemed to become something he wasn't sure of.

Charles can feel Erik's stare on him, and he is tempted to reach into Erik's mind, tempted to find out what exactly Erik was thinking, why he had done what he did. But he restrains himself, not wanting to abuse his power.

Besides, he wasn't sure he would like what he would find there.

"What are you thinking, Charles?"

Charles. The way Erik said his name sent a little shiver down his spine. Somehow, Erik always made his name sound special, drew attention to it like it was the most important word in any sentence he spoke in his low voice.

"I'm merely considering the option of us putting off finding other mutants for a while," Charles says, his voice steady. "Although your injuries are not serious, a little rest would still be beneficial."

"Charles," he hears Erik say his name. "You're not meeting my eyes. You're not even looking at me."

He pauses. "Are you scared of me?"

Scared? Was he scared of Erik? Charles ponders the notion. The things Erik did surprised him and made him apprehensive, but did they make him afraid of the other man; afraid of his friend?

"No." Charles finds himself saying. He turns around and finally meets Erik's dark eyes. "No, my friend. I am not frightened of you."

_My friend_. How long had it been since he had last called Erik that? Since he had last acknowledged the friendship between him and Erik?

"I see." Erik says. Charles watches as he rises. He almost tenses as Erik walks towards him, but the other man walks past him, heading to the exit of the room. "We will rest today, if that is what you wish."

And then he is gone and Charles is left alone in the room. He stares at the first aid kit. The passion between them in the alleyway had completely dissipated, leaving behind a somber, dry and even cold mood between him and Erik. He doesn't know whether to be relieved or disappointed.

Charles sighs. He gets to work clearing up, packing up the first aid kit and closing the lid.

"_Charlene."_

The voice that comes is so sudden that Charles almost starts. He turns, sweeping his gaze around the room. There is no one in sight.

"_Charlene? Can you hear me?"_

The voice is still there. It is then that Charles realizes it is in his mind. It takes him a moment longer to realize that it sounds like Emmett's voice.

"_Emmett…?"_ he questions hesitantly in a higher voice, the voice of Charlene which he picks out from Emmett's mind.

There is a moment of silence, before Emmett replies, sounding relieved. _"Ah, I was correct. You do remember me."_

"_How did you find me- how did you find my mind?" _Charles questions, surprised.

"_I'd know your mind anywhere, Charlene," _Emmett says in a fond voice. "_It's one of the things which drew me to you."_

_Which drew me to you._ Emmett makes the cliché phrase sound so genuine that Charles feels a smile tugging his lips.

"_An intelligent, calm and controlled mind," _Emmett continues, sounding amused. _"I wonder what kinds of thoughts are in there?"_

"_Emmett…"_ Charles says warningly but he is already preparing to erect mental barriers.

But Emmett just laughs. _"I was joking, Charlene. I did promise I wouldn't read your mind, remember?"_

"_I can't believe you still remember."_

"_I remember everything about you," _Emmett says softly. _"And it seems you do remember me."_

"_It's been years, Emmett…" _Charles whispers. "_Why?"_

"_Why? Honestly speaking, I don't know," _Emmett says, and Charles can tell he is telling the truth. _"I'm still not quite sure how I fell for you."_

For a second, Charles's heart stops. _"What?"_

"_You heard me, Charlene," _Emmett speaks seriously. Charles can almost imagine his blue eyes staring at him as he takes a breath. _"If you're still interested in me, meet me at the place of our date in an hour."_

With that, Charles feels his presence disappear from his mind. Once again, he is left staring at thin air, his confused mind whirling with thoughts.

* * *

><p>Charles stands at the same place where he had met Emmett at for their first and only date, waiting. His heart is still beating fast in his chest and it doesn't help that he can feel the stares of people on him.<p>

Charles sighs, resisting the urge to pace to get rid of his nervousness. He also has to resist the urge to tug at the short skirt which he had decided to project to Emmett and himself, not daring to take any chances of Emmett figuring out his true identity.

He'd never thought he would have to cross-dress again.

"Hey babe."

At first he thinks it is Emmett, but remembers Emmett calls him _sweetheart_. Charles looks up reluctantly, to the face of a smiling man.

The man doesn't look dangerous. He even looks handsome with his spiky brown hair and smiling brown eyes. Charles can see the girls around him staring and pointing at the man, and internally wishes he would approach them instead.

But he senses no dangerous intentions from the man, which is good. Charles smiles politely at the stranger. "Yes?"

"You're pretty," the man reaches his hand out to Charles's cheek, but it is not a threatening gesture. He smiles. "Would you like to be my girlfriend?"

"No thank you." Charles says. He gently removes the man's hand from his cheek.

"Why?" The man doesn't stop him, but he is now frowning slightly.

Charles hesitates. He really cannot sense anything bad from this stranger, and feels a little guilty for disappointing a good person. "Well, because I-"

"She already has a boyfriend," a new voice drawls. "Who is me."

Charles's eyes widen slightly. He turns to look at a man with shoulder length blond hair. He realizes the man is Emmett, who smiles at him and wraps an arm around his waist.

"She's my girl," Emmett says casually, but Charles can hear the possessiveness in his voice. He smiles coldly. "So please leave and go back to your own girlfriend."

The man looks surprised. He opens his mouth to speak, when another voice comes into the scene.

"Rupert!" A young woman with black hair enters the scene, staring at the man with wide but relieved blue eyes. "I found you!"

Charles watches as the woman latches onto the man's arm, looking at him apologetically. "I'm sorry I said such mean things. I know I must have gone too far because you stormed out, it's just that I've been really stressed lately…"

"Tina…"

Tina bites her lip. "Rupert, I know you're a really good person and I probably don't deserve you, but…" she hesitates, before raising her gaze to meet his brown eyes. "I love you, so…please don't leave me."

Charles doesn't know this girl called Tina. He doesn't know her and doubts he has ever met her in his life. But just looking at her say such heartfelt words, just feeling the emotions coming from her, he cannot help but feel sympathy in his heart for the girl.

"Tina…" Rupert says, looking at his girlfriend with soft brown eyes. He places his hand on her cheek, staring into her eyes as if they were in a movie. "I forgive you. I could never leave you, because I…I love you too."

Tina beams, smiling so brightly that Charles smiles slightly at the happiness he feels from her. "I'm so glad, Rupert…" she says softly. "I love you, and I promise I'll try to be worthy of your love too."

"You're always worthy of my love." Rupert smiles at her. He leans down to kiss Tina, to the cheers of the people around them.

"What is this, a romance movie?" Emmett says sarcastically, his arm still around Charles's waist.

Charles looks at him, his lips quirking. "You're the one who told him to go back to his own girlfriend," he says, amusement in his voice. "You wanted to help them, didn't you?"

Emmett blinks, surprised, and Charles relishes in the fact he had managed to catch the other man off guard. Then he smiles, soft and genuine, and Charles feels his heart skip a beat. "You still know me so well."

"Emmett…"

"Excuse me." A voice interrupts politely and they turn their attention to Rupert, who is holding Tina by the waist and smiling at them.

"I'm sorry for interrupting, but I just wanted to thank you for your help." He says, smiling gratefully at Emmett.

"Help? I merely told you to go back to your own girlfriend because you were hitting on mine." Emmett drawls, and Charles almost rolls his eyes.

Rupert blinks, then laughs. "You're right." He says amiably. "But thank you anyway. You must be a mind reader."

Emmett doesn't react to the unexpectedly accurate deduction, just shrugs. "Whatever."

Rupert grins slightly. He then turns his attention to Tina, whom smiles beautifully at him.

"Thank you, kind strangers." She bows lightly to Charles and Emmett, giving them a grateful smile, which turns slightly mischievous with her next words. "Even if you were not intending on helping."

Rupert nods at Charles, smiling apologetically at him. "I'm sorry if I made you feel uncomfortable."

"No, it's alright." Charles smiles back at him. "I am glad you managed to reconcile with your girlfriend."

"Thank you." Rupert says politely, and Charles thinks he has never met anyone so polite before. He watches as Rupert turns to Tina. "Let's go back, Tina."

Tina nods, returning his smile. She smiles at Emmett and Charles one last time before the couple turns and leaves, leaving Charles alone with Emmett.

Charles stares at them. It felt kind of strange, being witness to the workings of a normal couple. They had disagreements, but had made up while declaring their love for each other in the end. They were humans and not mutants; just normal people living normal lives and having cliché but normal problems. They were people of opposite genders whom loved each other. Charles couldn't help but feel a dose of envy. He knew he would never be able to have a life like Rupert and Tina.

"Charlene," Emmett says, interrupting him from his thoughts. He smiles at him with warm blue eyes. "I'm glad you came."

"I couldn't not come." Charles says honestly, averting his gaze.

Emmett smiles at him. "You look gorgeous," he says and sounds like he means it, raising his hand to finger along Charles's long brown strands of hair. "You've grown more beautiful in these years, and your voice…it sounds deeper. You've really matured into a stunning woman."

"You recognized me," Charles says, raising his gaze to meet Emmett's eyes. He had been right to make Charlene's young face look older, her voice a little deeper so she would sound like a grown woman. "I did not recognize you."

Emmett laughs, smirking. "I half expected you not to recognize me," he says languidly, blue eyes filled with mirth. "I look different, don't I?"

Emmett was right – he did look different. Charles looks at his now long blond curls, his amused blue eyes and the angular lines of his face. His body is still slender, but Charles could see that he had developed muscles. He is wearing a white button up shirt, long white pants and a black leather jacket. He was no longer the pretty boy Charles had met all those years ago, but a handsome, grown man.

Emmett smiles at him, a more pronounced version of that winning smile he had given Charles all those years ago, and Charles is embarrassed to feel a blush creep onto his face. He hated to admit it, but Emmett looked hot.

"The girls will love your new look." He blurts out.

Emmett looked amused. "I only want one girl to have that impression," he says smoothly. "And I'm sure you know who that girl is."

Charles feels his face heat up more at Emmett's intense gaze. He mentally hits himself for behaving like the girl Emmett thinks he is. "Y-You're sexy, I guess."

"Sexy, huh?" Emmett's lips curl, his blue eyes shining in amusement and pleasure. "I can deal with that."

Charles flushes as Emmett drawls, and Emmett gives a deep chuckle, his voice deeper and more mature sounding than when Charles had first met him. Charles watches as he retrieves a pair of sunglasses from his pocket, wearing them and shading his eyes.

"Don't worry, I can still see your pretty face," Emmett teases but smiles apologetically. He brushes back a strand of long blond hair which had fallen in front of his face. "I've just been in a really cold place and the sun here is blinding my eyes."

Charles vaguely wonders if Shaw's submarine had ended up in Antarctica. But most of his attention is focused on Emmett and how he looks like a handsome movie star in such casual clothing with his fashionable sunglasses and the sunlight reflecting off his long blond curls…

"We should find a place with better lighting then." He manages to get the words out.

Emmett smiles at him from behind his sunglasses like Charles's image of a movie star and he blushes. _"God, get a grip, Xavier!" _He mentally reprimands himself, wondering if his cheeks are ever going to return to their normal color. _"It's just Emmett Frost!"_

"For the record, I think you look cute when you blush." Emmett says, and to Charles's mortification, he finds himself blushing again. Emmett smirks. "Downright adorable."

Charles glares, his cheeks red. "Just shut up, Frost."

Emmett has the audacity to look offended. "Using my last name against me, Charlene?" He asks in mock hurt. "When I don't even know yours?"

"It's Xa-Xanders," Charles quickly corrects, still glowering at Emmett's smug expression. "My full name is Charlene Xanders."

"Charlene Xanders, huh? It kind of fits," Emmett says, smiling. "Though it took me years for you to tell me."

Charles sighs. To his relief, the blush is finally fading from his cheeks. "You don't tell a near stranger your full name, Emmett." He says dryly. "Can we move to another location now? Or shall we continue to stand in this sweltering heat?"

"Touché, Charlene," Emmett teases with an amused grin. He uses his free hand to intertwine his fingers with Charles's, raising his hand and touching it to his lips, leading Charles to realize Emmett had never relinquished his grip on his waist, as Emmett stares at him with warm blue eyes.

"But your wish is my command, sweetheart."


	9. Chapter 8: Revelations

One of my anoymous readers pointed out something interesting in a review so I shall address it here:

I know it may seem like Charles is afraid of being gay, but I don't think he is. The reason why he has such a strong reaction to Erik is because he doesn't know Erik's intentions - he doesn't want the friendship between him and Erik to become something he can't understand. Of course, since he's never been with a man before (except Emmett) he's uncomfortable with 'being gay'. But he doesn't think it's not right for him to be gay - he's just; how do I explain this...using not being gay as a sort of excuse for his sexual encounters with Erik. I'm not saying he has feelings for Erik - it's more of like he doesn't want to confront what his and Erik's sexual acts might mean; what Erik might be feeling for him. So he tells himself 'I'm not even gay, why did we do this? It doesn't mean anything.' - or something along those lines.

And Charles is an optimist - I don't think he would be afraid of not being accepted in society, consciously at least. He is doing his best for mutants and humans to live in peace. Plus no one knows he's a mutant except the other mutants themselves, and the CIA. I understand your concern. I would say Azazeal is just interested, primally. But he's wild and I can't control his actions sometimes. I can't please everyone either - some of my readers like Charles being something of a 'mutant magnet', while I'm sure there are others who are perturbed by the mutant men chasing after Charles. I admit, I find the former more fun and interesting to write, but I do try to keep them in character all the same so Charles doesn't seem too gary-sue, like you said. But mostly it depends on the plot and occuring events, which sometimes I have little control over.

Anyway I would like to thank the anoymous person for their review and I hope my explanations helped you guys understand where I and Charles are coming from as well. :) I hope you don't mind me replying your review here - I found that you made good points and wanted to reply you but you didn't have an account for me to send a message to...I know my explanations may be a bit obscure so if you don't understand please tell me and I'll be glad to try to explain again. Thank you for your interest in my story.

This chapter was betaed by cathat77, my new beta :) I know she's busy with other stuff like working on her own ideas and WIPs, and I'm grateful she took the time to look through this chapter for me and give her comments :) Thus I dedicate this chapter to her in appreciation. Thank you cathat77!

My thanks to all who read and those who reviewed too, hope you enjoy the chapter. The First Class pictures of Emmett and Charlene are up on my profile by the way. Still searching for Emmett in white...

**Disclaimer: I don't X-Men First Class or its characters.**

* * *

><p>Charles stares as Emmett leads him into a hotel room, moving to turn on the lights.<p>

"You were anticipating me."

Emmett just smiles. He has removed his sunglasses and he strolls leisurely to the bed, seating himself down on it gracefully and beckoning Charles with his hand. "Come here, Charlene."

Part of Charles wants to shake his head and retreat, get out of the luxurious hotel room before he found himself caught up in another mess. But the other part of him is intrigued by Emmett, intrigued by him just like he had been so many years ago, despite now knowing his true agenda.

Charles inhales. He turns around to close the door, then slowly makes his way towards Emmett, aware of the other man's gaze on him.

He sees Emmett smile as he sits down on the bed next to him, crossing his legs. They meet each other's eyes, and Emmett speaks, "Show me your hand."

Charles blinks, but extends his hand. Emmett reaches out his hand to take it in his own, holding it gently, as if it were as delicate as glass.

"You're still hiding it?"

Charles has to resist from tensing, wondering if Emmett had read his mind. "How did you know?"

"I didn't read your mind, if that's what you were thinking." Emmett says casually, ironically as if he had just read Charles's mind. "I did promise not to do that on our first date, didn't I?"

_Date._ Even after all these years, Emmett still recalls their first date. Charles had thought of it as a meeting, and even after he had regained his memory, had thought that Emmett, now with Shaw on his personal agenda, would not remember their meeting.

"Our first and last date." The words slip past his lips before he can stop them.

Emmett just smiles. "Our first date, Charlene. This can be our second."

Charles is silent as Emmett strokes his thumb over the back of his hand. "You're curious, aren't you?"

"Yes." Charles admits.

"I suppose I do owe you explanations," Emmett admits. He has averted his gaze slightly, but it isn't long before he locks his gaze with Charles's again, an almost amused smile on his face. "Which question do you want me to answer first, Charlene?"

Charles hesitates as he stares into Emmett's eyes. Yes, he did want to satisfy his curiosity so badly, but was it right? Was it right to plunge himself back into this ambiguous relationship between him and Emmett; when he knew whose side Emmett was truly on regarding mutants' rights- when Emmett didn't know his Charlene was actually his enemy, a man named Charles?

But Emmett must have seen the hesitation in his eyes, for he raises his free hand to Charles's —Charlene's cheek, saying with a reassuring smile. "It's alright, Charlene. You can ask."

Charles wants to shake his head, but finds himself unable to, not at the trust Emmett is showing in his eyes, trust he does not deserve, trust which will only make Emmett hate him in the end.

"Why did you give me the ring?"

Emmett smiles, as if he had expected Charles to ask that question. "Show me the ring, Charlene."

And Charles does. Raising his free hand to put two fingers to his temple, he concentrates, shedding the guise of invisibility he had placed over the proof of their connection. He lets the diamond ring shimmer into sight until it is fully visible, his heart skipping a beat as Emmett raises his hand and lays a gentle kiss upon the shining ring.

"At first, the reason I gave you this ring was because I was interested in you," Emmett is saying, his blue eyes meeting Charles's. "I've never really been interested in women except for sex, but when I saw you — I knew somehow you were special."

"When we first met, I was tempted to read your mind, your intelligent, calm, composed mind," Emmett smiles, almost in nostalgia. "But I didn't, for even in that bar, you stood out, you stood out amongst all the other girls flirting shamelessly with me with the intelligence in your blue eyes, and I knew if I read your mind, I would be putting you in the same category as them- a dishonor you didn't deserve."

Charles stares. He didn't know whether to be glad Emmett hadn't read his mind, or surprised as he hadn't read Emmett's mind either — with a similar notion to him, except he had just wanted a challenge, to flirt and seduce the man with the cold blue eyes he had seen, without the assistance of his telepathy.

"But I flirted with you," he finds himself protesting. "I flirted with you, telling you I _wanted_ you to leave with me…"

"Yes you did, but it only made me more interested in you," Emmett runs a hand through his hair. "I had not expected you to be seeking for merely sex, and I was intrigued to see what else I could discover about you without using my telepathy."

"Did you know I was a telepath then?"

Emmett shakes his head. "No, I only discovered when I accessed your mind after we had sex," he smirks. "Presumably to show you my mutation, I didn't expect you to be a telepath as well."

Charles realizes. "That's what you meant by saying you sensed me – you knew afterwards that I was lying about my occupation, and you were merely entertaining me, weren't you?" He felt almost annoyed, stupid at not knowing something he should have realized long ago. "How much of what you told me of your telepathy is true?"

"You weren't being completely honest either, Charlene," Emmett points out, but with amusement. "I could feel the mental barriers you had put up, I was right that you were a smart woman. Cautious, but smart." He spread his hands. "So let me just say, I wasn't completely lying."

Charles is silent, guiltily silent, and Emmett says, "Now let's get back to your question, shall we?"

"Like I said, I gave you the ring because you intrigued me, and the discovery that you were a telepath like me was only part of it," Emmett continues smoothly. "It only made me more interested in you, and I decided then — I wanted you."

"But I knew I had to leave soon, probably for a while and it would be a long time before I could see you again," Emmett's smile has a touch of sadness. "I didn't read your mind, so I didn't know how you felt about me. I could tell you were interested or you wouldn't even have come, but was that interest enough to last for the time I would be gone?"

"If I had been any other man, I would have claimed you as mine," Emmett says the statement like a fact, meeting Charles's eyes. "Yet, I knew you were different, you were unfazed at having had sex despite having been a virgin, a little surprised but indifferent to my revelations. Having sex with you again would not have been enough, neither would a verbal declaration that you were mine."

"So you decided on a promise," Charles finds himself saying, having quickly deduced Emmett's logic, his heart beating fast at the realization. "You decided you had to do something which would leave such a huge impact on me that I wouldn't be able to forget you, even if I wanted to."

Emmett nods. "Perceptive, aren't you?" He says appreciatively. He removes his hand from Charles's cheek, resting his chin on his hand. "So I think it's safe to say I didn't expect you to forget, to _make_ yourself forget."

"That's when I became aware of just how powerful your telepathy was," Emmett says, an edge of slyness to his smile. "Of course, I found myself wondering why such a powerful telepath was living a normal, human life."

"But then, I had been more focused on the reason why you hid the ring from sight, and when I realized you were never planning on removing the disguise of invisibility you had put on it— " Emmett sighs, and for the first time in this conversation, he regards Charles with serious blue eyes. "I had no choice but to accept the fact that you had chosen to forget, and content myself with the fact that you had at least kept it on your finger; your ring finger."

"Needless to say, disappointment isn't a strong enough term to describe my feelings then."

Charles feels guilt strike his heart. "I'm sorry." He says softly. Emmett may have been manipulating him, to a certain extent, but he had been right when he thought it wasn't right to forget him.

"It's fine, you remember now, don't you?" Emmett smiles, an emotion in his eyes which told Charles how he must have felt at the realization. "You must have not been entirely willing to forget me – you placed a trigger and after all these years, you now remember me."

"Are you sure you aren't reading my mind?" Charles asks dryly.

Emmett just smirks. "We have the same power, Charlene," he says simply. "We have the same mutation, and I'd like to think I'm familiar with the many uses of telepathy."

Charles blinks, and Emmett smiles. "I never thought I'd be saying this, but thank you for forgetting," he says honestly, sincerity in his eyes. "If you hadn't, I wouldn't have known how important you are to me, what exactly I was feeling for you to have given you such a personal part of me."

"Personal…?" Charles echoes.

Emmett smiles coyly. "You're right. I lied. Telepathy isn't my only mutation," he says. "Watch."

Charles is surprised. He has not encountered mutants with a second mutation before, and watches, stunned, as Emmett's hand becomes enveloped in something familiar and silver, something beautiful and shining-

"_Diamond_," he breathes at the sight of the hardest mineral on Earth covering Emmett's hand. "You…You have the power to shift into diamond?"

Emmett's smile tells Charles all he needs to know. The hand holding his is now hard and shimmering, and he retrieves it, using his other hand to point at a particular spot on his finger. "Look, Charlene."

Charles looks. To his surprise, there is a certain place on Emmett's finger – ring finger, that is bare flesh and not covered by diamond.

The realization hits him too fast for him to accept fully, and he voices. "Where…?"

Emmett smiles, and directs his gaze to Charles's hand. "You have it with you, Charlene," he says simply. "You hold a part of me with you."

Slowly, as if refusing to believe the truth lain out before him, Charles lowers his gaze to the shining _diamond_ ring on his finger. His blue eyes raise to regard Emmett with disbelief, which soon intensifies to sheer incredulity. "Emmett you-"

For the first time since Charles has known him, he sees Emmett _grimace_. "It was a painful process." He admits.

Charles stares at him, confused and disbelieving and full of guilt, but Emmett smiles, smiles as beautifully as he had when he had given Charles his promise along with a part of him all those years ago, all infused into a single, precious diamond ring, and says, with sincerity in his voice which makes Charles's heart clench painfully in his chest. "But it was worth it."

"_No it isn't."_ Charles wants to say, wants to shout the truth at him. _"No it isn't! Oh god Emmett, you manipulative, sly, kind, generous, foolish man-"_

The guilt is filling his whole being now, guilt at having lied to Emmett, guilt at having chosen to forget him, guilt of trying to forget him when he had finally remembered him, guilt that at this very moment, he is still lying to Emmett, with his perception of Charlene, and not _Charles_-

Instead he finds himself saying, almost against his own will, his breath as soft as a mere whisper. "What…was that feeling…?"

Emmett meets his eyes. "Love," he says, with all the confidence of a man whom knows what he wants. "It was love."

"It still is love." He places his diamond hand on Charles's cheek, staring into his wide blue eyes with a soft, beautiful smile. "I love you, Charlene."

Emmett's feelings are true— painfully true— Charles can tell even if he had not been projecting them. Emmett is still meeting his gaze, and Charles realizes he never – or rarely, deigns to meet his eyes.

He is frozen, with guilt and apprehension and something else as Emmett's thumb brushes gently against his cheek. He is frozen as Emmett leans forward and claims his lips in a kiss as gentle as the smile he had given him when he had confessed his love for him – his love for Charlene.

His mind is screaming at him to get away, to get the hell out of the hotel room before he falls deeper into the hole he had unknowingly dug for himself, before he lies and hurts Emmett even more. Their relationship was no longer just about sex, and perhaps it had never been.

But he is also being controlled by something stronger, something stronger which drives his arms to loop around Emmett's slender neck, to tangle his fingers is his blond curls. He does not resist as their kiss turns more passionate, letting himself fall onto the bed, breathless and dizzy but filled with want.

When Emmett releases his mouth, Charles is gasping lightly. He stares up with uncertain blue eyes at Emmett who is on top of him, as the other man smiles at him as if having him here, in his arms, is all he had ever wanted in life.

But Charles knows it is not true, knows that Emmett, despite his genuine love for Charlene, is still the enemy, _his _enemy. But it doesn't stop him from meeting Emmett's eyes full of love as he speaks.

"I don't want to have sex with you," he says almost casually, smiling at Charles's surprise. He gently strokes Charles's cheek with diamond fingers, murmuring and meeting his blue eyes. "I want us to make love."

Make love. The term is so cheesy and romantic and something so unlike the Emmett _Frost_ he knew would say that Charles feels a crazy urge to burst out laughing. Yet it is overcome by his disbelief at the words which are leaving Emmett's lips, and he is still as Emmett brings him arms around his feminized body.

"Emmett…"

Emmett smiles. "I understand Charlene, making love is far more intimate than just having sex isn't it?" He drawls, smirking, "You're not ready to lose yourself to that feeling yet."

It is the second time Charles thinks Emmett must be reading his mind. He tries not to tense as Emmett covers his body with his own, his lips brushing against his neck, "Let's just lay here, shall we? I do consider personal contact as an alternative to making love."

Charles admits he doesn't know what to do. He doesn't know what is he to do with the situation, where to put his hands with Emmett bringing him close to his body like this. He settles for placing them around hesitantly around his neck, flushing at Emmett's warm breaths on his neck and wishing he had listened to his intuition to not enter the room.

The guilt is still filling him, twisting his heart with every breath of warm air Emmett exhales onto his neck, every tickle Emmett's blond curls give his skin. Apprehension is suffocating him with Emmett in his arms, Emmett so close to him, at the thought of how Emmett would react if he ever found out the truth…

Charles is staring up at the ceiling, deep in thought, but when Emmett tenses it is so sudden he feels it immediately. Panic is the first emotion which rises in him with the speculation that Emmett was so close to him he must have accidentally read his mind-

"Sorry Charlene," Charles manages to hear Emmett's soft voice. "It seems we have company."

Charles watches as Emmett draws back from him, rising and stretching leisurely. He smirks, his blue eyes narrowed as he turns, then deftly jumps off the bed onto the floor.

Charles is bewildered, confused and unsure if he wants Emmett in his arms again. But he quickly gets rid of that thought as out of nowhere, a puff of red smoke appears, clearing to reveal a familiar red-skinned mutant.

"Emmett."

Emmett crosses his arms, his lips curling. "Azazeal. To what do I owe the pleasure?"

Azazeal is frowning, but it doesn't make Charles any less apprehensive at the sight of his assaulter on the ship. "Shaw wants you in Russia. Now."

"You said you would cover for me." Emmett does not sound pleased.

"He asked for where you were Emmett, the submarine isn't exactly spacious and it is unlikely you would swim across the ocean." Azazeal says dryly. "So I had to tell him the truth."

"You mean you told _him_ I was on a date?"

"I told him you needed a vacation." Azazeal says smoothly. "He wasn't happy, but decided he would allow you leeway for your 'splendid performance' so far."

"And?"

Azazeal's eyebrows furrow. "You know Shaw. He doesn't stop his plans for anyone."

Emmett smiles. He regards Azazeal with a cold, challenging gaze. "Oh? And what is this I see about him wanting that powerful telepath?"

Azazeal growls. "Stop reading my mind, Emmett."

He advances forward, tail swishing about in agitation as he speaks. "Since Shaw decided to deploy you to Russia, he's short a telepath," he is speaking in annoyance, as if every sentence he spoke annoyed him. "So he asked me to bring him the telepath you repelled."

Charles's eyes widen, and he does not move an inch as Emmett adds mockingly, "You mean the telepath you're interested in."

Azazeal seems to ignore him. "What Shaw wants, Shaw gets," he says simply. "And he wants you in Russia, now."

"And that powerful telepath," Emmett says. He raises an eyebrow. "Are you giving up, Az? So early in your hunt?"

Azazeal narrows his eyes. "Far from it, Emmett." He looks around the room, frowning. "What are you doing alone in your hotel room? Weren't you on a date?"

"Where's your _sweetheart_, Emmett?"

"Ah, her? She left quite some time ago," Emmett smirks slyly. "We did have quite an enjoyable time, though."

"You fucked her." Azazeal states bluntly. "You were so eager to meet her after _years_, and you two just ended up fucking?" There is a disbelieving tone to his voice.

Emmett just shrugs. Charles, who has realized Emmett has put a veil of invisibility over him, still cannot help but feel apprehensive, shifting a little on the bed as Azazeal moves his gaze in his direction, that frown still on his red face.

"Emmett," he says, and it is almost surprising to see a smirk curve his lips. "Emmett, you're not as great a liar as you think you are."

Emmett raises his eyebrows, giving nothing away about his deception. "What?"

Before Charles can react, Azazeal is suddenly on the bed in front of him, an amused smirk on his lips. His eyes widen and he moves to scoot back, but Azazeal reaches out, the red hand landing heavily on his shoulder.

"You can make her visible now, Emmett." He drawls, his sharp eyes staring at the frozen Charles. "Or should I ask her to make herself visible?"

Charles sees Emmett give a rare scowl, and then Azazeal is staring at him, staring at him intently, and he knows he is now exposed.

"I should kill her for eavesdropping on our plans." Azazeal smiles, flicking his tail. His hand tightens on Charles's shoulder.

"Don't you _dare_ touch her, Azazeal," Emmett's voice is cold and dangerous, louder and more threatening as he nears them. "Get away from her."

Azazeal's smile widens and he leans closer to Charles, who tries not to let any fear show in his expression. "She's prey," he drawls, sharp eyes filled with amusement. "Prey whose nervousness I could see, whose fear I can smell."

With Azazeal so close to him, Charles is forced to take in his harsh features. He has an exposed, high forehead, ironically like an aristocrat - or a Russian General. His dark hair is slicked back in sharp spikes, his narrow, sharp eyes staring at him intensely in the hard, angular structure of his red face, as if there was a permanent, dangerous fire burning in them.

Azazeal smiles threateningly, and Charles has to resist the urge to flinch as he feels the sharp end of the mutant's demon-like tail touching his cheek. He is looking at Charles, but is speaking to Emmett. "What is so special about her, Emmett? She is nowhere near a predator like you, like _us_. Have you fallen so low as to consider this prey as a potential mate?"

"Speak of your own _prey_, Azazeal," Emmett mocks, narrowing his eyes. "It's obvious you display more interest in him than you did others."

"My _prey_ is powerful, more so than yours."

"Like I told Janos all those years ago, she has enough power to destroy your mind." Emmett speaks menacingly. "For your _own_ safety, Azazeal, get away from her."

Azazeal smiles. "Interesting," he says. "Let's see what she can do to me."

When Azazeal kisses him, it is a rough kiss, made to harm and not to pleasure. The red-skinned mutant forces himself on Charles, causing him to panic and struggle as Azazeal pins him down onto the bed, his mind confused and caught off guard and fearful-

Charles gasps into Azazeal's ruthless mouth as he feels the red-skinned man's hands slip up his shirt, shoving his hard knee in between his legs. He can hear Emmett shouting, shouting with the kind of anger he had never heard him display before, and before he does something Charles is sure he will regret, he swiftly taps into Azazeal's mind.

When he had first touched Azazeal's mind, it was calm and composed and prepared. Charles can still feel the sense of preparedness, of calmness but this time there is a more active emotion, of anticipation, amusement and a dose of lust, all mixed into one.

Reaching deeply, but not so deep as to cause permanent damage, Charles squeezes his eyes shut and concentrates. He tugs harshly on his assaulter's nerve endings, picking particularly at the part which would allow him to feel pain, and cannot help but feel satisfied as he feels Azazeal break away with a harsh cry.

When the man is off him, Charles immediately scrambles off the bed. Emmett is there on the floor, surprise in his blue eyes, and before he can stop himself, Charles crashes into him. He feels Emmett start, but his arms come around Charles as if it was an automatic reaction imbedded in the psyche of his being.

Charles hated feeling vulnerable, vulnerable like he had been with Erik and he cannot help but be grateful as Emmett draws him into a protective embrace. He is panting breathlessly, but he can feel the confidence Emmett is projecting from his mind, the reassurance Emmett is giving to him.

"Do you see now, Azazeal?" Emmett speaks as Charles inhales, trying to get air into his lungs. "Do you see what she is capable of?"

Charles hears Azazeal let out a low groan. "Fuck. That hurt."

Emmett smirks at that, and Azazeal says, "So protective over her, aren't you?" Charles can imagine his sharp eyes looking in their direction. "I see what Janos meant when he said that you were attracted."

Charles can tell Azazeal has teleported, placing himself in front of them as Emmett tenses, so slightly Charles would not have known he had done so had he not been holding him in his arms. He turns his head to stare challengingly at Azazeal, who smirks at him.

"She looks familiar." He says, as if he has just realized it. "Have you tried reading her mind, Emmett?"

"I promised to never read her mind." Emmett says coldly.

Azazeal laughs. "How cute." He smirks. "Why did you do that? Because she asked you to? Haven't you ever thought of why she did that?"

Emmett frowns, and Charles feels his grip on him tightening. "What do you mean by that, Azazeal?"

To his slight surprise, Azazeal scoffs. "What if she's an enemy, Emmett?" He asks, eyes on Charles. "What if she's exploiting you right this very moment, and has been exploiting you all along to learn of our plans?"

"Impossible," Emmett says immediately. "I met Charlene years ago, when we had just found Shaw. We hadn't formed the Hellfire Club then."

Azazeal nods. "True, that." He admits. Charles has to resist the urge to avert his gaze as Azazeal regards him with sharp, suspicious eyes. "But do you think such a powerful telepath would have no other agenda besides living as a human? How much do you actually know about her, Emmett? How much has she told you?"

"How much have _you_ told her?" Azazeal's voice has turned rough, "How much have you just allowed her to _know_?"

"Stop." Emmett bites out harshly. "Charlene is innocent."

"You know very well yourself no telepath can be truly innocent," Azazeal points out wryly. He smiles, raising a challenging eyebrow. "Look into her eyes, Emmett. Look into her eyes you love so much. Are they really the eyes of someone who's entirely innocent?"

There is a short silence. Charles can feel Emmett's gaze on him and against his will, he turns his head to meet Emmett's narrow blue eyes.

Emmett is staring into his eyes, no longer lovingly or affectionately but intently. Charles meets his gaze bravely, keeping his mind blank.

"Read her mind, Emmett." Azazeal calls out tauntingly. He smiles malevolently, the tip of his tail pointing dangerously in the air. "I would like to learn how she managed to learn to exert such a powerful mental attack as well."

Neither Charles nor Emmett tenses. They are as still as two statues in an artistic picture, staring into each other's eyes as if for eternity. Charles keeps his mind calm and composed, ready to erect any mental barriers if Emmett followed Azazeal's instructions.

"You're right," Charles sees Emmett's lips move. "She knows of dark things. Her eyes aren't those of someone whom is entirely innocent."

Charles does not tense, but his heart is racing in his chest. He can practically feel Azazeal's satisfaction, until Emmett says, "But I trust her."

Azazeal stares. "What?"

Emmett smiles. He finally removes his gaze from Charles, moving it to Azazeal. "If not the person I love, whom can I trust?"

Azazeal looks at him as if he had just declared causally he had fallen in love one day, which wasn't so far from the truth. "You're insane."

Emmett just smirks. "Aren't we all?"

Charles feels Emmett's arms withdraw from him. Dazedly, he steps to the side as Emmett gives him a soft smile before turning his gaze back to Azazeal. "Now that I've done what you asked, hurry up and take me to Russia."

"So you can get back to your _love_?" Azazeal says sarcastically, but there is still a hint of incredulity in his dry voice. "You still didn't read her mind."

Emmett ignores him. Charles watches as he turns to him, leaning forward to place a parting kiss upon his lips.

"I'll be back, Charlene." Emmett is giving him that smile again, that beautiful smile while making another promise – a promise Charles knew he wouldn't be able to keep and he feels like the guilt is splitting him apart, cleaving him painfully into two.

"Wait for me."

With those words, Emmett turns away and strides confidently to Azazeal. He grabs his ally's hand roughly, eying him expectantly. "What are you waiting for, Az?"

Azazeal looks like he is resisting the urge to roll his eyes. "Your attitude is completely different." He points out in a dry tone of voice. "Even Janos would be surprised."

Emmett merely smiles slyly. "Don't you want to deposit me at Russia so you can continue your hunt for your new, amusing prey?"

It is Azazeal's turn to ignore his ally and friend. "You'll eventually regret your love for her, Emmett." He says, but Charles's sharp ears can hear the doubt in his voice at the confidence in Emmett's eyes, confidence which he doesn't know where Emmett gets from.

"And Shaw wants to see you first."

Charles doesn't get to hear either of Emmett's replies as Azazeal shoots one last stare at him and then disappears in smoke with Emmett the same way he had entered the hotel room, leaving no traces of either of their presences behind.

Charles is left to stare at the empty space before him, shock and surprise coursing through his system. The guilt is still twisting painfully in his heart, but he had priorities now.

When he has recovered from the gamut of emotions assaulting his muddled mind, Charles turns. He quickly strides out of the hotel room, descending the flights of stairs as swiftly as possible and exiting the luxurious hotel.

He had to inform Moira of the enemy's plans.


	10. Chapter 9: Realization

For those interested, I've changed the first two links and added one or two more to the picture of Emmett, _First Class_, in my profile. Thanks to kaesaku for telling me that the links didn't work :)

This chapter's kind of short since it serves as a transitional chapter, but there's smut (kind of) and introspective thinking so I hope they'll make it more exciting. Keeping the suspense on a hold.

Thanks for the awesome reviews (I've replied to them) and reading and hope everyone enjoys the chapter :) Will be busy this week so hopefully i will be able to update on Thursday or Friday, got most of the next chap written out.

**Disclaimer: I don't own X-Men First Class or its characters.**

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><p>When he is out of the hotel, it takes Charles some time to remember he had not taken his car.<p>

Charles sighs irritably, raising his hand to impatiently hail down a cab. Why did it have to be peak hour now, of all times?

Surprisingly, it does not take him long for him to be noticed. The cab stops, and Charles steps forward to open the door, sliding into the vehicle easily.

The man who turns to look back at him is young, and he is reminded of the time he and Erik had found Darwin. He smiles at Charles, a twinkle in his eyes. "Where to, Miss?"

Charles blinks. Then, he remembers he had not removed his disguise. He tells the cab driver the address of their temporary residence, and he nods, a bemused expression on his face.

"Sure thing." The man replies and turns. As Charles reaches out to shut the door, he catches sight of the annoyed expression of the man who had been standing next to him.

"_She's a pretty one."_

Charles tenses at the sudden thought. But, it is one of admiration, and he relaxes as the cab starts forward.

Charles feels slightly guilty for stealing the man's ride, as he had heard him accusingly think. But, he has priorities, and as the cab rumbles along, he sits in silence and realizes that there may be benefits to being a woman after all –— if it assisted him in thwarting Shaw's plans.

"Are you with the CIA?"

Charles looks up, feeling slightly uncomfortable. "No." Seeing the question on the man's face, he lies, "I'm just going there to visit someone."

"Really? Who?"

Charles smiles at him, remembering the man's thought. "My boyfriend."

"I see." The man smiles back disappointedly.

He turns his gaze back to the front, and Charles busies himself planning their next move in the silence in the vehicle. He tries not to think of the goodbye kiss Emmett had given him, no, given Charlene.

Emmett still didn't know, and he didn't need to know. He may be a man whom had fascinated Charlene, but he was also the same man who was his, Charles's, enemy.

Charles frowns. Azazeal had said Shaw wanted Emmett in Russia and had taken him there –— wait no, he had also said Shaw wanted to see Emmett, so that gave them time to take the CIA's private jet to Russia, but of course, he had to meet with Moira and the CIA first to discuss their plans. They couldn't just invade the Soviet Union.

Charles sighs, rubbing his temple, vaguely hearing the man call out, "We've arrived."

Time really flew when he was thinking, Charles thinks. But, he smiles at the man. Fortunately, he has brought his wallet along, and he fishes out the cash to pay the man. "Thank you. Keep the change."

Before he can reply to Charles, the disguised telepath opens the car door and gets off the car. He closes it, and then proceeds to stride forward towards the CIA compound.

However, he is blocked by guards with frowns on their faces. "Who are you?" One of them asks suspiciously.

Charles blinks. They are men whom he has greeted on occasion. He is about to state his identity when he remembers that right now, he isn't Charles Xavier.

He couldn't shed his disguise in front of mere human beings, and he couldn't pretend he was a CIA Agent either – he had no doubt they kept identification of every CIA agent and Moira seemed to be their only female member.

Charles resists the urge to sigh, finding the situation tedious for its importance. "My name is Charlene." He tries to give a polite smile, deciding to go with his initial excuse. "I'm here to visit my boyfriend."

"You can wait for your boyfriend outside, Miss," the guard speaks strictly. "We have strict orders not to let any unauthorized personnel entrance."

Charles wonders if he should just mind-control them into letting him in. But, he remembers his principles and how unethical it would be, and says with what he hopes is a sweet smile, letting sadness show in his blue eyes. "But, I haven't seen him for months. Please, let me in?"

"Who is he?" The other guard asks, in a gentler tone.

Charles hesitates. "Erik Lensherr."

He sees the men's eyes widen, and hears them converse in hushed tones. Charles manages to keep the smile on his face, half wondering if he should just leave with a half hearted excuse and come back as himself. He wishes the men knew how he had to relay an important message.

Just when he is about to do just that, he hears a familiar voice, "What's going on here?"

Charles sees the guards turn, to view none other than Erik Lensherr striding heavily towards them, his expression rigid.

"Mr Lensherr," the guard says, and Charles can hear respect and slight apprehension in his voice. He sees him shift his gaze. "There is a woman here claiming to be your girlfriend."

Erik shows no surprise. "I don't have a girlfriend."

Charles sees the guards turn their attention to him, puzzled. He sees Erik glance at him, and speaks, "Erik, it's me."

Erik looks at him as if he has never seen him in his life, and Charles realizes what he has to do. He puts his fingers to his temple and speaks mentally to the other man. "_Erik? It's me, Charles."_

Erik blinks, then his eyes widen slightly. "Charles?"

One of the guard looks even more confused, whispering to his friend. "Didn't he say she isn't his girlfriend? And isn't Charles a man's name?"

"I have no idea." His companion shrugs. "Maybe they're long lost lovers."

"_I'll explain why later, but I've just told these guards that you're…my boyfriend so they will let me in." _Charles speaks quickly, urgently. _"Could you confirm that fact- I mean, idea with them?"_

Erik is still looking surprised and confused at the sight of what seems to be a female version of Charles before him. Then he steps forward, grabs Charles's wrist, and pulls him forward to kiss him.

Charles's eyes widen at the feeling of Erik's lips on his. For once, Erik's kiss is not passionate – merely a brush of the lips. Before he can move, Erik withdraws, staring at him as if in a new light.

"_It's really you." _Charles hears in his mind. He sees Erik nod, and turn to the guards, "I retract my previous statement. She is my girlfriend. I'll be taking her in with me."

Charles can feel the confusion radiating from the guards' minds. Erik is still holding onto his wrist, and he is pulled along with the other man into the CIA compound. The guards do not stop them like they had stopped him, and Charles supposes they are either too surprised by the situation or fearful of Erik.

"Explain."

"_Later."_ Charles wants to say, but Erik is regarding him with sharp, narrowed eyes and he sighs.

"It's a long story."

"We have the time." Erik's voice is gruff.

"Not now, Erik." Charles says, raising his gaze to Erik's dark eyes. "As a matter of fact, we have something close to an emergency. I'd like to discuss this with the CIA immediately."

With those words, he pulls his wrist away from Erik and advances forward towards his destination.

* * *

><p>They arrive at the CIA meeting room. Charles peers in through the small glass window embedded into the door, to the sight of a man speaking to a table of agents. Moira is seated at the table, a small frown on her face as she listens to her superior speak.<p>

"They're in a meeting."

Charles withdraws. He walks around Erik, wishing he could shove his hands in his pockets. "Well, that'll give me ample time to change back then."

He raises his hand, but is stopped when Erik grips his wrist. Charles looks at him questioningly. "Erik?"

"You still haven't told me why."

Charles blinks, then smiles. "Why, the reason why you perceive me as a woman right now is because I used my telepathy to convince both everyone and myself so."

"You know that's not what I meant."

Erik is staring at him as if he is the telepath, as if he can read Charles's mind. Charles's smile does not falter. "Curiosity killed the cat, Erik."

Erik smiles, all sharp teeth. "I am no cat."

Charles watches in apprehension as Erik moves closer. He tries to remove his wrist from Erik's grasp. "Do release me, Erik." He says, voice tight.

Erik does not budge. He is looking at Charles with those dark eyes and Charles feels a sense of déjà vu creeping up on him. "Erik, I will not be able to change back if I'm unable to concentrate."

"Don't change back then." Erik says and Charles's eyes widen as he prowls closer, backing him against the wall. "For now."

And then, he descends, his teeth grazing Charles's neck. Charles's breath hitches as Erik murmurs against his sensitive skin. "It's your fault for saying you're my lover."

Technically, he had said he was Erik's girlfriend. But that information wouldn't help him much now, not with Erik holding him against the wall then leaning up to capture his mouth-

Charles tears away, avoiding contact with Erik's lips. He glowers at Erik, exasperated. "Release me, Erik. You will not assault me for the second time today. Just, no."

Erik just smirks, that familiar desire in his eyes. "No, Charles? Why is that so?"

"We're both men, we're not lovers," Charles says, annoyed at Erik's question. "You cannot just come on to me as and when you please."

"We could be friends with benefits, Charles."

"I am not interested," Charles begins, narrowing his eyes. "Now get off me before I-"

"Before what, Charles? I'm stronger than you physically and we both know it," Erik says and Charles feels frustration rising in him. "And you've never used your telepathy to stop me before."

He grabs Charles's hands with one of his own, smirking. "I've always preferred feisty women."

"I am not a woman – ah!" Charles is cut off by his own gasp as Erik slips long fingers up his skirt, pressing against the sensitive skin between his legs.

"I must say I'm impressed with your telepathy, Charles." Erik is saying casually, but there is no mistaking the desire in his eyes. "I can even feel you wearing women's underwear."

Charles flushes, and he stills at Erik's fingers near his entrance. "You're not-"

At this point, Erik's fingers stroke him through the soft material, and Charles inhales sharply. He gasps, then moans as Erik growls and grinds his erection against his thigh, his fingers diving into his underwear and brushing against the clit.

"_Stop Erik, stop!"_ Charles communicates feebly. Erik has hitched his projected skirt high, his fingers slipping into his entrance. Charles screams shortly as Erik's fingers curl, hitting something pleasurable in him. _"Erik!"_

He feels like a slut as Erik shoves his fingers in deeper, as his deep voice rumbles in his ear. "You're wet for me, aren't you, Charles?"

Charles chokes on a sob as Erik plunges his fingers in again. Heat and pleasure are filling him, stretching him open, and he feels too warm, too hot to even move his limp hands. He whimpers softly into Erik's neck.

"I have a good mind to just take you right here, nice and wet, against this wall." Erik growls like an animal in heat. "But first, I think I'll make you come with my fingers."

Charles cannot stop himself from panting helplessly as Erik drives in deeper, hitting his sweet spot repeatedly. He feels overwhelming pleasure which bursts behind his eyelids and then he is screaming and coming, the liquid slipping onto Erik's fingers.

Erik smiles. Slowly, he draws his hand out of Charles, and Charles averts his gaze shamefully as Erik raises his fingers to his lips. He quickly tugs down his skirt, face burning.

"We're not done yet, Charles." Erik exhales hotly on his cheek, cupping Charles's cheek and turning his gaze back to him.

"We're outside the CIA meeting room." Charles says, trying to appeal to Erik's good sense.

"You and I both know the room is soundproofed." Erik counters, his smile like a smirk. Charles feels his fingers hook onto the hem of his skirt, feels his arousal pressed against his thigh. "They won't hear anything."

Had it been any other situation, had it been any other man, Charles would have probably acquiesced, for the sake of long abstained pleasure. But they were outside the CIA meeting room, and it was Erik, Erik whom he would see every day, Erik whom had been trying to take advantage of him for god knows what reason-

Charles takes a deep breath. "I don't want this, Erik." He says as he meets Erik's dark eyes seriously. "If you take me now, it would be rape."

_Rape._ The last word seems to strike something in Erik and he moves back from Charles, staring at him not in shock, not in surprise, but something else. "Charles…"

Charles, not Charlene. Even though he was still in his female disguise, Erik still called him by his real name. He still recognized him, recognized the person he was inside.

The thought causes Charles's heart to clench. He dutifully removes his gaze from Erik's expression, feeling confused and angry and guilty-

It is then that the door to the CIA meeting room opens. Charles and Erik turn their gazes to the men emerging from it, who notices them.

"Erik Lensherr," the man whom had bugged Charles for his help in locating mutants says, staring at Erik. "What are you doing here?"

Erik schools his face back into his normal, stoic expression. "Charles and I have something important to discuss."

But the man isn't looking at him. He's looking at Charles, who is still against the wall, cheeks rosy. "Who is she?"

Charles almost blanches at the man's thoughts at his dishevelled state. The other CIA men are whispering amongst themselves, and he can hear their thoughts, of him being Erik Lensherr's lover, suspecting they had fucked against the wall.

Fortunately, Erik's arousal has faded. "No one for you to be concerned about." Erik bites out, and Charles sees him glower at the man, a dark light in his eyes.

The man looks offended. "Might I inform you, Mr Lensherr, that your lover is indeed of my concern for she is unauthorized personnel inside the CIA compound-"

"Mr Lensherr," Moira steps forward, ignoring her superior's indignant look. "Where is Charles?"

Charles stiffens. But Erik does not react, saying smoothly, "He went to the restroom."

"I see." Moira says. She turns her gaze to Charles. She does not voice her curiosity out loud but Charles can hear it in her mind, _"Who is this woman? Is she really Erik Lensherr's lover?"_

Charles raises his gaze, meeting her eyes. He sees Moira's eyes widens lightly as he speaks, "I'm sorry that my presence has caused trouble." He apologizes in his feminine voice. "I shall take my leave now and not return."

He gives a bow, then turns and quickly walks away. He can feel the gazes of the CIA agents on him, can hear the lustful thoughts of the men as they stare at his behind. Charles grits his teeth, his cheeks flushed as he increases his pace.

He perceives himself as invisible as he slips inside the restroom. Charles ignores the familiar sense of déjà vu, looking into the mirror with annoyed looking blue eyes at his female form.

He has never felt so embarrassed in his life. He was a professor, a man of science, science and formality and yet there he had been –— being the object of lust to several men's thoughts, men in the CIA no less- whom he would be seeing several minutes from now - why, even Moira had thought that he was Erik's lover-

Charles clenches his fist, feeling frustrated. He hates the image of the blushing woman in the mirror, hates that he still feels warm after Erik's ministrations. He blames it all on Erik, because really – didn't that man think about anything else besides sex and revenge?

Charles bites his lip. He had thought Erik was his friend. They had grown close over the past few days, after Erik's first assault on him. They had gotten to know each other, especially during their mutant recruiting trip and everything was well and dandy until the Logan incident.

It had been nice to have Erik as his good friend, someone he could converse with intelligently. He had even learnt that Erik shared his love for playing chess, though they hadn't gotten the chance to play against each other.

Charles admits he had been attracted to Erik the first time he had seen him. He had been intrigued by his mind, and had felt the slightest lust that time in the cabin when Erik had tried to kiss him. Erik was the first man he had been attracted to, besides Emmett.

Then Erik had gone and sexually assaulted him after he had decided not to leave. And Charles hadn't liked it –— hadn't liked being pinned against the wall –— being vulnerable to Erik's sudden lust for him.

Charles grits his teeth. Erik had asked if he was afraid of him. Charles was sure he wasn't afraid, fearful of his friend. He was merely apprehensive of him, and had a good reason to be so. Despite what he knew about Erik –— his past, his love for his mother, his irrepressible desire for revenge, the loneliness he had felt; it seemed the other man was still unpredictable.

Charles sighs. If Erik wanted to be unpredictable, he could be. If Erik saw him as a sexual object and not his friend, like how he saw Erik as, then, it was sad, but they would probably have to break off their friendship. He couldn't bear being friends with someone who would sexually harass him out of the blue.

The notion seemed to inspire hurt in his heart, hurt and sadness. Charles clenches his fist. He liked Erik, he really did, he was the friend Charles had always dreamed of having, without all his thoughts of sex and revenge, but he was a logical man and had to weigh the pros and cons of the situation.

Charles raises his gaze to the mirror. He holds his fingers up to his temple, eyes narrowed as he concentrates.

Slowly but surely, the image in the mirror changes. Charles sees the long brown hair replaced by his own short brown locks, sees the blue eyes become smaller, sees the blouse replaced by his own, slightly formal male attire.

Charles lowers his hand. He looks at his own image in the mirror – at the return of his more narrow blue eyes and short brown hair. He raises his hand to finger brown strands of hair, as he lowers his gaze to his flat chest.

Sometimes he couldn't help but be impressed of what his telepathy could do. With just concentration and visualization, he was a man again – himself. A pretty man – as women had called him, with his smooth skin and pretty blue eyes, but a man all the same; whom most other men wouldn't look at with lust in their eyes.

For once, he understands how Raven feels, understands what she meant when she had complained of men staring at her when she went outside. Charles vaguely wonders if Angel feels the same, if Moira is subject to the same treatment. He sends a prayer of thanks that those women are not telepathic like him.

But, there is a limit to empathy, even for a telepath such as him. Charles tears his gaze away from the mirror, inhaling then walking to exit the restroom, making himself visible again.

It was time to face Erik and the rest.


	11. Chapter 10: Discovery and Conflict

Thanks for reading and to those who reviewed :) I'm glad people are still interested in this story.

I've been busy these few days and I passed Friday without updating...but I quite like this chapter, though I feel both guilty and satisfied at the ending. But I hope you guys will like it too. I may not be able to update next week but I''ll definitely be able to the week after. :)

**Disclaimer: I don't own X-Men First Class or its characters.**

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><p>To Charles's surprise, when he returns from the restroom, only Moira and Erik are left. They are standing outside the CIA meeting room, and Moira turns her gaze to him when he arrives.<p>

"Charles."

"I apologize, but I had a dreadful stomachache." Charles lies to her with a smile. "May I know where are the rest of the CIA agents?"

Moira looks hesitant. "They left, Charles. They said they had better things to do than wait for an informant who was missing."

Charles notices Moira is telling him of her colleagues' reactions in an euphemistic manner. "I see." He says. "Can I relay the information to you then, Moira?"

Moira nods quickly. "Sure," she turns. "We can talk in the meeting room. It's soundproofed."

Charles nods, smiling slightly at Moira's caution. He follows her as she opens the door and enters, and they seat themselves on the chairs in the room.

Charles waits until he hears the door close, before he starts to speak, "I wanted to talk to you about Shaw's plans." He begins, meeting Moira's eyes. "I've managed to gain information of what he is going to do next from a _reliable_," he punctuates the word. "Source."

Moira looks like she wants to say something, but nods for him to continue. "It seems that Shaw is intending to send his telepath to Russia." He reveals. "I was wondering if the CIA knew more about the situation."

Moira blinks, then smiles. "As a matter of fact, we do, Charles. " She says. "It is as of yet an unconfirmed fact, but we've managed to discover what you have, with details such as the location Shaw wants Emma Frost to be at."

Charles blinks. "_Emma_ Frost?"

"That's the name of Shaw's telepath," Moira confirms, but looks at Charles in a curious manner. "Apparently, Shaw is sending her to interrogate a Russian general, if I'm not wrong, at his mansion."

"Are you sure?"

"Well, we weren't completely sure before for we had doubts about _our_ source, but with you telling me of the same plan, I'd say it is Shaw's next move." Moira nods as Charles stares at her. "Of course, we are still uncertain of what his real intention is, of what is his purpose for intensifying the Cold War between the USA and the USSR."

Charles blinks. "Oh." He says. He shakes his head inwardly, deciding to put aside his confusion for the moment.

"Agent McTaggert," Erik says, with what sounds like puzzlement in his voice. "Your information is faulty. Shaw's telepath isn't a woman."

Both Moira and Charles turn to him in surprise, the latter asking, "How do you know that, Erik?"

"I met him on the ship that night," Erik says brusquely. "I attacked Shaw, but the man in a white tuxedo standing next to him repelled me with his mind."

"But, we are quite sure Shaw's telepath is Emma Frost, a woman," Moira says, confusion in her voice. "It says so in the official CIA records of the Hellfire Club."

"Perhaps Shaw has two telepaths?" Charles suggests, despite finding the possibility, at considering his own secret knowledge and the memory of Azazeal's words, highly unlikely.

"No, he only has one telepath, and that is Emma Frost." Moira says firmly. "We would have known if he had another."

Erik snorts. "This doesn't make sense."

"_Indeed."_ Charles thinks. But he smiles at Moira, brushing away idle thoughts. "While this is indeed an intriguing mystery, I don't think the gender of Shaw's telepath is of utmost importance at the moment."

Moira nods. "Right." She agrees. She smiles at him. "Thank you for telling me about your information, Charles," she says sincerely. "With this confirmation, the CIA can proceed with its plans."

Charles watches as she pauses, staring at him. "Though, how did you get hold of the information? It took us quite a while to discover Shaw's plans."

He'd been hoping it wouldn't come to this, that she wouldn't notice. But she had — Moira was unusually perceptive for a human and though Charles had been a little caught off guard, he couldn't say he was surprised.

"Moira," Charles smiles charmingly at her, staring into her eyes as he raises his fingers to his temple as inconspicuously as he can. "Are you sure you would like to know the answer?"

Moira blinks. "Of course Charles, I must admit, I am infinitely curious." She returns his smile, but he can feel the suspicion towards him from her mind — the suspicion of a CIA Agent who would stop at nothing to discover the truth.

He had no choice. He had to convince her with his telepathy. He would be breaking his moral code, but hadn't that already been broken by him fraternizing with the enemy?

Charles understood where Moira was coming from. Despite her liking him, she was first and foremost, an agent of the state. She worked for the state, her country.

But, Charles didn't work for the CIA. Like he had told Erik, he was merely collaborating with them in his—_ their_ own interests.

Charles smiles at Moira, smiles at her as he uses his telepathy to switch her different mindsets. He can feel her dominant mindset — the one focused on her duty to her country, and pushes it away, bringing forth her other, hidden but more innate one — the thoughts which are related to him.

He draws forward her fondness for him, her attraction towards him. He makes her remember all the little moments she had spent with him, all the intelligent conversations they had had which she had enjoyed. He allows her to recall her sometimes wistful wishes of having him as her boyfriend.

Moira blinks as Charles rearranges her mind. He knows it is not an entirely conscious feeling she is experiencing, and takes the time to erase her memory of the last few minutes. "Are you really sure, Moira?"

Moira looks dazed. She blinks twice, then speaks. "Sure about what, Charles?"

When he is done, he withdraws. Charles directs a smile at Moira, a smile containing the same amount of charm as before, but a tad bit calculative. He lets his hand fall, looking at her almost coyly. "You are not sure."

He feels an almost dark tinge of satisfaction as Moira nods. "Right then," Charles smiles. "If you would inform the CIA of the situation?"

"I shall take my leave now, and inform my colleagues," Moira says in a blank sort of agreement, moving to stand up. Charles has his gaze trained on her as he sees her eyes become clearer, and she turns her gaze to him. "If there's anything else…?"

Charles hesitates slightly, before saying, "I also discovered Shaw has sent one of his minions to look for me," he says calmly, as Moira's eyes widen. "For what reason, I am still unsure, but that mutant has teleportation abilities and is skilled in combat. If he comes here…" he trails off.

"People will be in danger." Moira finishes off softly. "The children…"

Charles nods. "Exactly." He says. He smiles. "Thus, it is indeed fortunate that I managed to gain knowledge of Shaw's other plan."

"I shall be coming with you on the CIA's mission, if it's not too much trouble," he says as he meets her eyes. "We will be killing two birds with one stone."

Moira nods in agreement. "Of course," she says, in a tone which indicated she was now conscious of her current actions. Charles watches her as her gaze turns contemplative. "But we will still have to relocate the children to another place…"

"I will be coming as well." Erik, who has been silent throughout Charles's manipulation of Moira, says, his voice rough.

Charles sees Moira look at him. He sees them meet each other's eyes, Erik with a steely gaze and Moira with a doubtful, almost defiant one. He knows Moira isn't entirely trusting of Erik, and doesn't blame her.

There is tension in the air, which is slightly uncomfortable, but Charles does not remove his gaze from Moira's and Erik's staring match. Finally, Moira speaks, her voice suspicious. "Why do you want to come?"

"To protect Charles." Erik says in his deep voice. His lips curl. "And, I would be necessary for combat against a mutant."

"Charles can protect himself, the CIA can protect him," Moira says, and Charles cannot help but hear her thought, _"I can protect him."_

Erik looks almost amused, as if _he_ had heard Moira's thought. "He wants me to come along," he says, turning his gaze to Charles. "Don't you, Charles?"

Charles hesitates. His heart is pounding at Erik's words, at Erik's intense gaze, and it is so similar to all the times they had been alone, but so different all the same.

"Charles?"

"I suppose so." Charles manages. He is looking at Erik now. "I cannot deny that Erik would be of assistance."

Now Erik looks amused, and he turns his stare to Moira, which is nowhere near as intense as it had been when trained on Charles. He doesn't say anything, but Moira nods, a frown on her face.

"Fine." She says, almost grudgingly. "I shall request permission for your presence during the CIA's mission as well."

Then she turns and leaves the room, and Charles has a touch of admiration for her self control as she doesn't slam the door behind her. He had felt her frustration at him agreeing Erik could come along, had heard her thought that she doubted they could trust him to protect him.

He is glad, of course, that the trick with his telepathy had worked and Moira didn't remember her suspicion towards him. Yet, Charles cannot help but feel guilty. He knows Moira likes him — perhaps not too deeply, but he can feel she is romantically attracted to him. He half wishes he liked her romantically too, wished he liked her so he could forget about Emmett Frost's words and Erik Lensherr's actions. But, though she was a smart, logical and pretty woman, he could only see her as a friend. He was now starting to feel bad at manipulating her emotions, but it had to be done, given what the possible consequences could have been.

Perhaps she had hoped they could work together on the CIA's mission, and had been disappointed when Erik insisted he would come along. But though Charles was not happy with Erik's actions, for some reason, he could not just leave him behind.

Charles sighs. He gets up from the chair, brushing past Erik to the door. He can feel Erik's gaze on him.

"Are you going to tell me how you got the information, or will you erase my memory too?"

Erik had noticed — of course he had. Charles doesn't turn to look at him. "Is it that important, Erik?"

"You know it is Charles, since you took such measures to make sure she wouldn't know, that the CIA wouldn't know." Erik replies dryly, suspicion in this voice. "What did you find out in your female disguise? What exactly are you hiding?"

"Nothing important to you, I'm quite sure." Charles replies. "It was a mere coincidence that I managed to gain the information."

"Nothing is a coincidence, Charles." Erik says, his voice low. "You went out to gather information. You met with one of Shaw's associates when you were disguised as a woman, didn't you?"

"Yes, well, I did accidentally encounter him in a bar," Charles admits, putting a slight emphasis on the word that suggested the meeting was an accidental one. He pauses. "But you know cautiousness is my forte, Erik. I read his mind, and not only discovered that he was under Shaw but his leader's next plans as well."

"Who is he?" Erik demands.

"Nobody you would know Erik, I'm not even sure if the name he gave me was his real name anyway," Charles brushes off.

"Why didn't you follow him, Charles?" Erik does not sound happy.

"I did, Erik. I followed him until he met with Azazeal, the mutant who attacked me on the ship," Charles says. He pauses, sending subtle waves of reassurance to Erik's mind that he wouldn't be able to notice but would be able to feel. "I was hiding. And then Azazeal teleported him away."

"So you see Erik, I couldn't find out Shaw's location even if I wanted to," Charles says candidly. "I do hope you can forgive me for that."

His hastily spun tale seems to be believable enough, for Erik is silent. Charles knows he is being manipulative, but he hadn't been completely lying anyway. He hadn't denied Erik's claim that he had used a woman's form as a disguise. He _had _met Emmett in a bar, by accident too, and Azazeal had teleported him away to meet Shaw. Even now, he can feel the doubt in Erik's mind, had felt his frustration and emerging anger at a chance at gaining knowledge of Shaw's exact location gone to waste. He didn't want to think about what would happen if Erik learned the truth.

Charles gives an inward sigh. Knowing what he has to do, he turns and meets Erik's eyes and concentrates, concentrates on convincing him that that was all that had happened; that he had changed into a female form as it would be easier to approach the man that way, so that the man's mind would be more open and tell him more.

Charles sees Erik's eyes clear. The frustration and anger is still there, but he can feel Erik's mind start to reluctantly relax, start to put all other suspicions and the loopholes in his account aside, concluding with just his immense annoyance and frustration at missing a chance at gaining Shaw's location. Erik seemed to trust him, but his mind was too conflicted for even him to get rid of all the varying emotions completely.

Charles had not raised his fingers to his temple. When he feels Erik's mind start to calm down, he gives the other man a genial smile. Having submerged the tumult in Erik's mind to the depths of his mind, he turns to make his way to the exit of the room, inhaling then speaking.

"Now if you would excuse me, I'm going to inform the children of their new home."

* * *

><p>Charles is almost unable to believe the sight before him; a sight more surprising than the fact that he hardly felt guilty for manipulating Erik's thoughts in an almost clandestine manner.<p>

He knows the mutants they had found and Raven and Hank are merely children. They are teenagers, adolescents and are no doubt excited to find other people their age who are like them. He knows they would be getting themselves acquainted, sharing their mutations, their powers; with each other.

What he hadn't known and expected was how chaotic their get-together session could become. Charles stares at the beheaded statue, not wanting to think how much it would cost to replace it, before snapping his gaze to the scene in front of him.

The room the children had been put in was spacious, but mostly concealed. And, it seems that they were taking full advantage of that fact. Charles twitches as he sees Raven jumping around and dancing, shifting into Sean, Hank then Alex and grinning widely, sees Angel flying about the room, sees Hank hanging upside down a lamppost, of _all_ things, sees Darwin _allowing_ Alex to hit his adapted form with a metal bat and enjoying it —

"Children," Charles regains his senses enough to say. But it seems that they don't hear him, and he inhales, before speaking in a much louder but still controlled voice.

"CHILDREN."

His voice is so loud it is almost a shout, but not quite. Nevertheless, it has its desired effect and one by one, they turn their gazes to him, their expressions surprised and guilty.

Raven, who is in Alex's form, opens her mouth to break the silence. "Charles."

Charles smiles at her. "Raven," he addresses with a raised eyebrow. "If you would mind shifting back…?"

She does so immediately. Charles smiles, and turns his gaze to the guilty looking Darwin. "Darwin."

Darwin blinks, then shows he still retains his maturity as the oldest of the group as he removes the metal bat from Alex's hands and shifts back into his normal form. Alex frowns but doesn't try to take it back.

Charles turns his gaze to Angel and Hank next. They take one look at his piercing blue eyes and scramble to make themselves presentable, with Hank unhooking himself from the lamp and landing almost clumsily on the floor and Angel swiftly descending from the air, apprehension in her eyes.

Charles does not need to look at Sean, the boy had turned away from where he had been about to, presumably, destroy a window, staring apprehensively at him. He smiles at him, almost relishing the young boy's flinch.

Once Charles is satisfied with their appearances, he turns to them with narrowed blue eyes, but that smile still on his face. "Would anyone be so kind as to tell me who destroyed that statue?"

His voice is calm, and everyone slowly turns to look at Alex, who says while meeting his eyes, his expression defiant. "I did."

"And why did you do that, Alex?"

"Because everyone wanted me to show them what I could do." Alex says, as if it were an obvious fact. Charles frowns at him, and he seems to amend, "I lost control of my power."

"Did you destroy anything else important?"

Alex shakes his head. Charles smiles. "I see." He says, meeting the boy's eyes. "We will just have to teach you how to control your power then."

Alex looks surprised at his remark, and Charles continues, "Of course, that statue will have to be replaced. It will require money, and I will have to pay for it."

"Why will you have to pay for it?" Alex asks disbelievingly, as if he had expected Charles to expect him to pay for the part of the statue he had destroyed.

Charles smiles. "Do you have the money to pay for it, Alex?" Alex stares, then shakes his head. "I thought so."

Alex's expression turns guilty, he looks genuinely sorry, and Charles's smile turns less icy and kinder. "You are under my guidance, Alex," he reminds the blond boy gently. "You are my charge. I am responsible for whatever you do. And I will be responsible for teaching you how to control your power, and not let it control you."

Alex looks at him, looks at him as if he considered Charles his guardian and not a near stranger like he had before. "Thanks." He says, and his voice is gruff, but Charles can tell he genuinely means it.

Charles gives him an understanding smile. "You're welcome, Alex."

He then turns his attention back to the rest, but they seem to be staring ahead of him, behind him. Charles blinks, before twisting around to look at what had caught their attention.

His eyes widen slightly as he sees the statue's upper half being levitated from the ground. He follows it with his surprised gaze as it floats in the air as if guided along by an invisible hand, coming down to rest upon from where it had been torn away from its lower body. Charles listens as there is a rough, metallic sound, before it stops and the statue is one whole metal body once again, looking as if it had never been damaged.

There is silence after the little scene. Charles turns his gaze to the metal-bender beside him. He realizes he had forgotten about Erik's presence.

Erik is smirking, with the smugness in his expression. He lowers his hand. "Problem solved," he says leisurely, meeting Charles's surprised eyes. "You won't have to pay a single cent, Charles."

Charles stares at Erik, at his unexpected deed. He shifts his gaze to the repaired metal statue, then to Erik again. He knows the children are staring at them, and says in a sort of wonder, "Thank you, Erik."

Erik doesn't reply. But, he gives a smile which makes Charles's heart skip a beat. He swallows, trying to calm his pounding heart.

"Woohoo!" Raven breaks the silence once again, this time with her own voice. Charles turns to see her grinning widely at him and Erik. "Great job, Magneto!"

"That was awesome, man." Alex says in a sort of daze. Darwin, who is beside him, grins and gives a wolf whistle.

"You should thank Erik, Alex." Charles finally finds something to say. He sees Sean giving Erik a thumbs up and a grin as wide as Raven's, and Angel and Hank looking at him in admiration.

"Yeah," Alex agrees. He turns to Erik, and they can hear the sincerity in his words. "Thank you, Mr Lensherr."

Erik nods. "It's no problem." He replies and he isn't smiling, but smirking.

Charles refuses to let himself feel confused. He clears his throat. "Right, let's get back to the matter at hand."

Raven smirks at him. "Yes, Professor X."

Charles eyebrows furrow and she continues, "It's a codename, you know? We were thinking every one of us should have a codename."

"Codename…?"

Raven nods, an excited light in her green eyes. "Yup! I'm Mystique, Angel and Hank are, well, Angel and Hank." She runs her gaze around her companions as she speaks, "Sean's Banshee, Alex's Havoc and, we haven't thought of a name for Darwin yet."

"I wanted to be called Mystique." Sean grumbles. Raven ignores him.

"So, you two must have a codename as well!" Raven declares brightly. She smirks. "Professor X and Magneto, how does that sound?"

"Enlightening, Raven," Charles says dryly. "However, that does not excuse your childish antics." He sweeps his gaze across the messy room.

The eagerness fades from Raven's expression, and she says quietly, "We just wanted to have some fun…"

Charles immediately feels guilty at her sad expression. But he stands his ground. "We're not at home, Raven. We should take care of the living quarters given to us."

Raven narrows her eyes, her expression becoming defiant. "Why, Charles? Why must we be so proper and courteous when it's obvious the CIA is keeping an eye on us?" She retorts angrily. "Do you expect us to just sit around, silent and doing nothing, like good, obedient experiments like _they_ want us to be?_!_"

"You're my brother, _not_ my mother!" Raven counters. She shifts her angry gaze. "You're not _their_ mother either. You may be an adult, but you can't expect them to just listen to you!"

Charles narrows his eyes, crossing his arms with a raised eyebrow. "And what do you expect me to do, Raven?"

"Nothing!" Raven shouts. Charles tells himself not to feel guilty at the hurt in her expression. "It's no longer like before, is it? Ever since we moved here, we haven't been spending time together like we used to do, we've hardly _talked_." She emphasizes with a scowl. "And now, when I've found people like me, like myself, and know what it's like to have _friends_, you suddenly barge in and tell me that I'm being _childish_?_!_"

"I believe you're exaggerating, Raven. I was merely-"

Raven sneers, actually sneers at him. "Merely what, Charles? Merely exerting your superiority over me, over us?" She glowers. "Interrupting our fun as you never get to have any of your own_?_!"

"I merely wanted to correct your _juvenile_ attitude!" Charles shouts, feeling hurt in his heart at his sister's accusation. "I wanted you to see how serious the situation is now, instead of realizing it when it is too _late!_"

Raven is staring at him, wide-eyed, and Charles glowers at her, inhaling to catch his breath and calm himself down when she says, scared and fearful. "Charles-"

"I'm afraid it is already too late."

The new voice rings in his ears like a hollow chime, and Charles is suddenly aware of the presence of a new mind. He whips around, and is met with the sight of a smiling stranger, a middle aged man with dark blue eyes and dark brown hair, clad formally in black and red. He recognizes the man's mind as one of those he had met on the ship and tenses.

The man smiles at him. "Good evening," he says in a polite tone, contrasting the dark amusement and malevolence in his eyes.

"My name is Sebastian Shaw."


	12. Chapter 11: Ambush

Well, not much to say here. Kinda tired. Thanks to everyone who read and reviewed, of course :) I left the last chapter off on a cliffhanger so I hope this chapter makes up for it.

**Disclaimer: I don't own X-Men First Class or its characters.**

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><p>Charles's first thought at the revelation is that this is the first time he has actually seen Sebastian Shaw. His second thought is that the enemy they've been searching for is right here, in the CIA compound, in their presence. He doesn't have the time for a third thought as a sudden wave of fury assaults his mind, and he watches, frozen, as Erik swings his fist towards Shaw, fury in his expression.<p>

"GET AWAY FROM HIM, CHARLES!" He bellows.

Charles watches as Shaw easily catches Erik's fist. He turns to smile at him. "Hello, Erik."

Then he gives a seemingly light push, and Erik is flung away from him. They hear a loud crash, and the sound of rubble falling, and then, there is silence.

"ERIK!" Charles yells, blue eyes wide. He wants to go help his fallen friend but finds himself backing away as Shaw, still smiling, advances towards him.

"So, your name is Charles."

Shaw says his name as if it is something immensely interesting which he has been waiting to discover. Charles doesn't reply, merely stares at him and Shaw continues casually, "You are that powerful telepath, are you not?"

It is evening, and the setting sun is illuminating Shaw in an almost surreal light, as if it too is seeing Shaw in a dreamlike quality. Charles narrows his eyes, standing in front of the children protectively. "What do you want?"

Shaw smiles. Before Charles can react, his hand shoots out to grab his wrist, and he meets Charles's apprehensive blue eyes. "You."

Charles's eyes widen and he tries to tear away, but Shaw smiles and suddenly all his energy is leaving him. Blearily, he realizes Shaw is using his mutation on him as Shaw tugs him casually forward and he finds himself falling onto the man like a marionette, his head hitting his enemy's chest.

"CHARLES!"

Charles hears Raven scream his name, but in just one move, Shaw has drained him of all his energy and he does not even have the energy to turn his head. A feeling of dread fills his heart as he is forced to realize the power they are up against.

"Don't worry," he hears Shaw say as if he hadn't just used his mutation on him. "I only want the telepath."

He feels Shaw's arm cradle his back. Charles wants desperately to get away and is contemplating using his telepathy on Shaw when the man whispers in his ear. "I must warn you, Charles. If you try to use your telepathy on me, I will make sure Azazeal kills every single one of them. I assure you, he is quite near."

Charles feels his mouth turn dry. Shaw chuckles in an amused way against his ear, just as Raven screams, "Let go of my brother you bastard!"

Charles finally has the energy to turn his head. He sees Raven looking angry in a way he had never seen her look before, even during their huge argument before Shaw made his presence known. He sees Darwin frowning, and Alex beside him is gritting his teeth, anger in his eyes as he gets into his stance-

"No Alex!" Charles shouts, but it is too late, and Alex's beams are flying, right towards Shaw, he notices in amazement. But that doesn't help matters as Shaw only has to remove his hand from Charles's back, holding it up and Charles watches in horror as Alex's powerful energy is absorbed, fading weakly away into his skin.

Alex is looking as surprised and more horrified than Charles. He is stunned, as if unable to believe that there is someone who can stop his plasma beams.

Shaw smiles. His hand is off Charles's back, and Charles manages to gather enough energy to pull himself forcefully away from Shaw, whirling around to face his charges.

"EVERYONE GET AWAY!"

They scramble to do so. Shaw's fingers are still gripping his wrist and Charles feels himself pulled forcefully to Shaw's side before the man releases Alex's energy effortlessly, which goes wayward to crash into both sides of the building, the last beam almost getting a shocked Sean's head.

Then there is rubble, debris and fire and the children are screaming, their panicked mind voices hitting his mind, and Charles wants to squeeze his eyes shut in pain, but he cannot take his eyes away from the burning building before him. He wants to rush forward and get his sister out of there, but Shaw's grip is still too tight and he hardly has enough bloody energy to even stand-

But Charles finds he doesn't have to worry, for Hank scoops Raven up in his arms. He has taken off his shoes and is running so fast the fire is too slow to catch him, past Shaw and him.

The fire has now caught onto the bloody curtains and is spreading. Angel, Sean, Alex and Darwin are still inside. The oldest of them has transformed his body into a material Charles guesses is fire resistant and putting his arms protectively around them, but Charles doesn't know how long it will last-

Charles thinks he really must be desperate and crazy, for the next moment he is turning to his enemy and saying with pleading blue eyes, "Please, save them!"

Shaw merely smiles at him, as if he is enjoying the sight before him. "Why should I?"

"Because they're mutants!" Charles tries to appeal to Shaw's ideals. "You wouldn't want your own kind to die, would you_?_!"

His actual thought is that Alex, Angel, Sean and even Darwin are only children and he cares for them greatly, and he wouldn't be able to forgive himself if he did nothing to save them. But Shaw wouldn't see it _his _way.

Shaw makes a _tsk _sound, and he moves forward, pulling Charles towards the burning building. Charles sees him frown for the first time as he lets go of his wrist, and raises both hands to the fire, absorbing the heat energy into his own body.

The fire which had caught onto the curtains disappears, its remnants only small, harmless sparks of ember. Charles watches as Shaw steps in leisurely through the window and carries out the impossible task of getting rid of fire without water.

Soon the fire is completely gone. Shaw steps back out into the open, looking satisfied with his work. Charles stills as he realizes how powerful Shaw's power was.

_"The power to absorb energy – everything dangerous is made of energy,"_ Charles thinks as Shaw moves towards him. _"Is this the power of an Omega Level Mutant?_

"What are you planning to do with that power?" Charles asks softly, the surprise unable to fully register in his mind.

"Something glorious," Shaw replies leisurely. He extends his hand. "Something mankind has never seen before. Something you can be a part of."

Shaw has charisma; Charles has to admit. He is a kind of dictator with charisma, the kind of man who would brainwash people until they were willing to follow his ideals, the kind of man who would cause the deaths of thousands of people without feeling the slightest remorse.

It must be the irony in the world that that same man had gone out of his way to rescue the lives of a few people trapped in a fire.

Charles is shaken out of his thoughts when there is a puff of red smoke and Azazeal appears, his tail wrapped around a furious Erik.

Charles snaps his gaze to Erik. "Erik!"

Both Erik and Azazeal turn their attention to him. The latter is holding a sword which somehow must not be made of metal, to Erik's neck, and smiles sinisterly as he catches sight of him. "Hello telepath, we meet again."

He is dressed in formal black attire, as if he was a military commander. He looks like he wants to teleport and grab Charles, and the telepath finds himself moving back, remembering the times he had met Azazeal: the bite on his neck, the forceful kiss.

Erik takes the opportunity to _bite_ down on Azazeal's tail with a growl and the red-skinned mutant's eyes widen in pain. He is caught off guard and the knife in Erik's pocket flies out to slice into Azazeal's tail, causing the mutant to give an angry yelp as his tail retracts from Erik's body. He hisses at Erik.

Erik tears away, making the knife fly to his hand. He glares at Azazeal, who glares back at him before smirking. Charles soon finds out why when there is a loud, almost deafening sound and screams echoing into the air. He feels the source of the disturbance's mind sooner than he hears him speak. "It was tedious getting here."

Azazeal smiles at the new arrival. He teleports away from Erik. "I offered to teleport you."

Charles turns, and sees a man with neck length black hair and narrow black eyes smoothing out his formal grey businessman like suit, as a huge whirlwind rages away people and buildings behind him. "I thought it would have been a challenge." He says dryly.

Azazeal snorts. "They're humans, Riptide."

Riptide smirks. He then shifts his black eyes to Charles. "So, this is the famous telepath."

"Riptide," Shaw says with a smile. "It is a pleasure to finally have you here with us."

Riptide bows. "My apologies for the delay."

"We have company." Azazeal suddenly observes. He seems to smile at a memory. "And here I thought I'd gotten rid of them all."

"Hmm." Shaw makes a non committed noise. His smile widens. "Azazeal, take the telepath away from the fray."

Azazeal smiles. "With pleasure."

Before Charles can react, Azazeal teleports and does just that. With a poof of smoke, Charles finds himself on the top of one of the surviving buildings, looking down from high above at the tiny figures below.

Charles feels his heart racing inside his chest. He is not scared of heights, but he is scared of what Shaw is about to do. He forces himself to close his eyes, quickly assessing all the minds he knows in the region – there are those of his enemies, Raven and Hank are not near enough, Sean, Alex, Darwin and Angel are still in the building, while Erik…is right in Shaw's line of fire.

_"Erik!"_ He practically shouts in Erik's raging mind. _"Get out of the way!"_

_"What?_!_"_

_"Get into the centre, move to where Shaw is standing!" _Charles communicates quickly, desperately. He can feel Erik's anger increasing, and he adds, _"Please!"_

To his great relief, Erik obeys. Charles sees him sprint to the middle, before out of nowhere: a hundred or more gunshots are aimed at Shaw's direction, the sound so loud he can hear it more than clearly than he would have expected from such a high height. Shaw puts out his hands, smiling as he absorbs all the fire power.

"Humans will never learn." Shaw says. He smirks. He waits until there are no more gunshots aimed at him to absorb, sighing and shaking his head. "And I didn't wish to cause a ruckus."

Shaw smiles. His hands still extended on either side of him, he releases the intense energy in the direction of the hidden men with guns.

The result is devastating. Charles watches with wide eyes as the buildings on Shaw's left and right take the brunt of the energy intended to destroy him, the men's screams of pain and horror resounding into the deceptively calm evening air.

Fortunately, the building they are on somehow survives. But the other buildings have been completely destroyed, the people who once occupied them burnt to their deaths.

Charles feels like he is going to be sick. At the last moment, he had felt their minds— full of horror, fear, regret, panic and a dozen other emotions and feelings, memories of their lives flashing through his head—

He cannot help but let out a small, painful whimper and feels Azazeal smile against his neck. "Do you see now what you are up against?"

Azazeal's words bring him back to reality. Charles bites his lip. He may be in Azazeal's hold, but he is not in Shaw's, and his energy is gradually returning to him. And if he has energy, he will finally be able to _do_ something.

He has a plan. It was a risky one, but it would have to do.

Charles has always been stronger mentally than physically. He squeezes his eyes shut, getting small whimpers and choked sobs out of his throat, and feels Azazeal's smile widen. "Foolish telepath. Why are you mourning? They would have eventually died."

It is hardly difficult to show he is affected by the men's deaths. The pain and various emotions are still lingering in his mind and Charles feels a real tear slide down his cheek, in pain and sorrow. He feels Azazeal relax his grip on him, feels him let his guard down, and dives into the moment to grasp hold of the mutant's mind.

Azazeal's eyes widen and he growls. Charles feels him struggle, but he pushes on, gritting his teeth hard as he uses his restored energy to grab hold of Azazeal's consciousness.

Azazeal is strong, even mentally, and Charles attacks him physically, struggling in his arms and raising his fists to push Azazeal away. The mutant hisses angrily and forces Charles onto the floor- who brushes his fear aside to thrash against Azazeal's hold.

But whereas Azazeal is concentrating more on the physical world, Charles is focused on his goal. He strikes out viciously at Azazeal, kicking and hitting relentlessly and Azazeal snarls, digging his nails into his shoulders and leaning down as if to bite him on the neck-

Charles knows that the mind can only truly focus on one aspect— either physical or mental. And when Azazeal has been distracted in _his_ physical goal of restraining and subduing Charles, the telepath uses the element of surprise to lock onto Azazeal's consciousness, just before Azazeal's teeth touch his neck.

His plan works, and it is a success as Azazeal abruptly stills. Charles pants, commanding him mentally to get off him, but at the same time, grab him and pull him up forcefully. The mutant obeys, and Charles stands shakily, still in Azazeal's hold but with blue eyes narrowed and resolute.

He knows Shaw is watching them, aware that he is expecting Azazeal to come down with him. So Charles tells Azazeal to wrap his arms around him and teleport them to where Shaw is.

Azazeal obeys as if he is Shaw and Charles soon finds himself standing on the ground again, with Shaw smiling at him. "Welcome back, Charles. Did you enjoy the show?"

Charles clenches his teeth. "No."

Shaw waves him off. "No matter, you will still be leaving with us." He says. "Azazeal."

Charles knows what he has to do. He turns his gaze to the livid Erik, meeting his raging gray-green eyes. _"Calm down, Erik. I have a plan. Please don't move."_

Erik eyes him skeptically. Charles can still feel his anger but he has other matters to turn to. He returns his attention to Shaw, who says, "Release him, Azazeal."

Charles allows Azazeal to obey. He steps out of Azazeal's hold, towards Shaw. Shaw is smiling, holding out his hand. "Come."

Charles looks at him. Then he moves forward, lets hesitation show on his expression before raising his hand as if to take Shaw's. He can feel Erik's incredulity and disbelief and anger but he does not remove his gaze from Shaw.

Shaw is smiling, smiling in satisfaction. Charles feels his mind relax, feels him think he has accomplished his work here. Just before their fingertips touch, he plunges his mind into Shaw's.

Shaw's mind is surprisingly easier to handle than Azazeal's. Charles feels the calmness, the calculative nature, and pushes them aside, drawing forth a new, temporary but strong thought; to obey him.

Unexpectedly, Shaw does not struggle. It is as if he had not expected any telepath to attempt to control his mind before. Charles thinks it may be because he has Emmett to counter any telepath's attacks.

When he gets hold of Shaw's consciousness, he lets his hand rest on Shaw's. He makes Shaw turn to Azazeal and Riptide with his usual smile. "Let us leave, Azazeal."

Charles makes Azazeal nod, and go around to take Riptide's hand. Riptide looks at him, but shrugs and reaches out for Shaw's hand, who is in turn holding Charles's.

"Don't touch him!" Charles hears Erik, whom seems to have snapped out of his stunned state at his accepting Shaw's offer, roar in rage, sees his friend charging forward towards them despite him telling him not to move, with pure fury in his dark eyes. It takes all of Charles's willpower to ignore him. His fingers involuntarily dig into Shaw's calloused palm.

Charles doesn't want to risk trying to take hold of Riptide's unstable mind. He squeezes his eyes shut, blackening his vision of Erik and quickly asks Azazeal to teleport them to where they had come from, disappearing in red smoke before the enraged Erik can reach them.

Azazeal uses his ability to take the four of them to the interior of a submarine. Charles makes Azazeal let go of Riptide's hand, makes Shaw release him, controls him to turn to Riptide and say, "You may take your leave now, Riptide."

Riptide looks at him curiously, but nods. "Fine." He turns. "Azazeal, come with me."

"Azazeal will stay." Shaw says in his usual simple manner.

Charles sees Riptide scowl slightly, but he walks into another part of the submarine. With Riptide gone, Charles moves to take hold of Azazeal's hand. He lifts his gaze to Shaw, holding up a limp hand and telling his mind to forget, to forget he had failed in his mission.

He modifies Shaw's memories, to remember that he had indeed invaded the CIA compound and destroyed it, but when the telepath had refused, he had left because he was sure he would eventually join him, and they could always convince him the next time, for they had more important matters to attend to now. And they had killed the pathetic humans in the process. For that was how Shaw's twisted mind worked— it was easier to convince him in his own terms.

And Sebastian Shaw was a man who would never doubt his own mind.

When the deed is done, Charles does not drop his limp hand. Adrenaline is fuelling him at the extent he is pushing his telepathy to, and he searches the submarine for Riptide's mind. He finds it easily and accesses it as inconspicuously as he can, slowly wiping his recent memories away and replacing them with the version he had given Shaw, just in his point of view.

Charles pants, sweat sliding down his face. He lets his hand fall. With that, it would seem to Riptide as if he had a sudden lapse of memory, only for it to come back with the modified events. And Riptide would believe it, because his mind told him so and it was something Shaw could have done.

Charles is tired, but manages to tell Azazeal to take him back to the CIA compound. Azazeal does and in a split second, Charles is back in the compound. Everyone is gathered together, and he sees Erik looking angrier than even when he had seen Shaw, when Shaw had been about to take him away. The expression on his face is almost frightening, and Charles weakly calls out, "Erik."

Erik seems to freeze. Then he turns at the sound of his voice, staring at him with disbelieving eyes. "Charles?"

"I did say I had a plan."

"What—" Erik begins, but Charles shakes his head.

"We have to get away from here," he says urgently. "I can't keep my control on their minds for too long."

"Who—" Hank starts, but is silenced by Charles's piercing gaze. He swallows. "We've got nowhere to go." He voices hesitantly.

"Yes we do." Charles says with a smile. "Everyone, hold hands. I'll get Azazeal to teleport us there."

They quickly move to do so, the line starting with Darwin, Alex, Angel, Hank, Raven, Erik, Charles then ending with Azazeal.

Charles closes his eyes. He tells Azazeal where to go, tells him of a huge, castle-like mansion, tells him the name of the street, tells him the feeling of the place.

With a red poof of smoke, they are at their destination. Charles smiles slightly as everyone stares in awe at the huge mansion in front of them. He lets go of Azazeal's hand, raising his fingers to his temple to wipe his memory of the place, then to modify his memory like he had Shaw's and Riptide's.

Azazeal's mind is still fighting against him, and Charles is completely drained when his work is done. He gives one last command for Azazeal to return to the submarine, before slumping onto the ground, completely worn out.

Charles hears several people call him, call his name. His gaze is weak, and he finds his body falling forward, into Erik's arms.

Charles raises half lidded blue eyes to Erik, who is looking at him with worry in his eyes. "Charles?_!_"

_"I'm afraid I'm going to faint, Erik."_ Charles whispers in his mind. He hears Erik shout something in surprise, but his vision is already fading, receding into darkness.

_"I'm sorry."_

Charles feels his eyes slowly slide shut. His last vision before he sinks into black, blissful unconsciousness is of Erik's dark, green, anxious eyes.

* * *

><p>"Charles?" He shakes the body in his arms, green eyes frantic. "Charles!"<p>

There is no reply. Erik growls. He holds Charles close, his arms circling protectively around him as hatred for Shaw rises in his mind, no longer only for killing his mother, but also for ambushing them when they least expected it, for daring even to touch Charles and take him away from him. He sees the image of Shaw draining Charles's energy as he watches from the ground, murderous and full of rage only to be detained by Azazeal, and grits his teeth harshly.

He had just missed the chance to get his revenge on Shaw, but he had almost lost Charles.

"Oh my god, Charles."

Raven's voice draws him back into reality. She is staring at Charles in his arms worriedly, her eyes full of regret. Erik pulls Charles closer to him, staring at her with fierce green eyes.

"We have to get him inside." Raven says, meeting Erik's eyes without fear.

Erik nods. He stands up with Charles in his arms, raising his gaze to the mansion before him. "Where are we?"

"Our home." Raven says as she gets to her feet. Erik looks at her, and she clarifies, "This is where Charles and I lived."

So, Charles was rich. He should have guessed, with his polite demeanor and need for propriety, the way he had said so confidently he would pay for the statue Alex destroyed. Erik snorts, looking down at the unconscious man in his arms. "I don't know how he survived, living in such hardship."

"Well, it was a hardship softened by me," Raven says with a smile, but her eyes still hold clear worry for her brother.

Erik doesn't reply, just glances at her. He strides forward, trampling the soft grass with his heavy feet. Raven follows him, walking quickly.

The air is silent as they tread along. Erik cannot help but be annoyed at the huge expanse of grass they have to cross. He vaguely notices the children are not saying anything, and thinks blithely that they had realized the seriousness of the situation by now, just like Charles had wanted them to.

They reach the entrance of the mansion as fast as they can. Raven leads them into what he assumes is the living room and Erik steps in with slight hesitance.

Erik tries to ignore the vast decorations in the mansion. He can feel metal all around him, precious metal made of gold, silver, even platinum. They are calling out to his mutation, but he focuses his attention on Raven. "Where is his room?"

"Upstairs," Raven says. Erik turns to the long, winding, staircase with a gold railing, and she continues, "I'll lead you there."

Erik just nods. Raven turns to the mutants, and Erik can tell they were scared, have been scarred from their encounter with Shaw, even without being a telepath. He feels a sense of respect for Raven for being so calm and composed, like her brother.

She smiles at them. "You guys can make yourselves comfortable while we take Charles upstairs."

Alex is the first to object. "We want to be there too." He says simply, but meets Raven's eyes challengingly.

"He saved our lives." Darwin adds, his dark eyes intense.

Alex nods. "My powers would have killed everyone if not for him." He says, softer, and Darwin puts a hand on his shoulder.

"We couldn't do anything," Sean says miserably, his facial expression serious. He clenches his fist."I felt so…useless."

"You can't just leave us here, Raven." Angel says, her eyes narrowed. "Not after that."

Raven looks conflicted. She stares at all the mutants, before sighing, "Fine then. I guess you could follow—"

"No."

Raven turns to him, exasperated. "Erik-"

"No." Erik repeats. He runs his gaze across the defiant looking mutants. "You children will stay here."

Alex bristles. "What makes you think we'll listen to you?" He growls.

Erik's lips curve slightly. "The last thing Charles needs to see is all of you when he wakes up."

"Needs to see," Angel counters, raising her eyebrows at Erik. "What about what he _wants_ to see?"

"What he wants to see is all of you alive and well, the result of his efforts," Erik says, narrowing his eyes. "But what he doesn't need to see when he's just conscious is everyone crowding around him, asking him questions and affecting him with their worry and _guilt_."

Angel is silent. Erik looks at Hank as he speaks next, meeting his eyes. "He's right," he says, sounding defeated. "We would do better to give Professor Xavier a break – a mental break."

Angel clenches her teeth. "Fine." She looks like she wants to say something more, but doesn't.

"Take care of him." Hank says.

Erik nods shortly, and shifts his gaze away from the worried children to Raven. "You should stay as well," he tells her, jerking his head vaguely towards the other mutants. "Give them the tour."

Raven stares at him, but Erik doesn't have to remind her harshly what made Charles drop his guard in the first place as she nods with reluctance.

With her acceptance, Erik turns. Tightening his hold on Charles with worry stirring in his heart, he begins to ascend the long flights of stairs to the first available room.


	13. Chapter 12: Evasion

Hi everyone, I'm back :) Thank you for reading and reviewing! I was pleasantly surprised to see people were beginning to be interested in this story.

I've made you wait for quite a while, so here's the latest chapter. It isn't betaed - I think my beta is busy since she hasn't replied me, so I don't want to pressure her to put aside her work to beta the chapter for me. So I'm just posting it now, at a time when I'm free...hope you enjoy reading it! I'll probably replace this chapter with the betaed version when I get it, so sorry if there's any mistakes/OOcness/plot holes.

* * *

><p>"<em>CHARLES!"<em>

_He hears Raven scream his name, gains enough energy to turn his head to the sight of Alex in a threatening stance. He sees Sean put a hand on Alex's arm and shake his head, sees Angel getting ready to spit acid at Shaw._

_Charles sees Sean inhale, and then he screams, loud and long. Sound seems to be a form of energy Shaw is unable absorb and he grunts. Charles takes the opportunity to rip himself out of Shaw's arms just as Angel's spitball flies past him, with Shaw barely managing to raise an arm to block it, causing the acid to dissolve his sleeve.  
><em>

_He barely has enough energy to stand, but immediately sets to putting as much distance between him and Shaw as he can. _

_Shaw is frowning. "That wasn't polite," he says. "Azazeal."_

_With a poof of red smoke, Azazeal appears beside Shaw. Charles's eyes widen as he sees the injured man he is holding. "Erik!"_

_Erik stares at him weakly. "Charles-" he begins, but chokes as Azazeal's fingers dig into his neck. _

_The red-skinned mutant removes his hand, then plunges his red hand straight through Erik's chest. Charles watches in horror as blood flows out of Erik's chest like a bloody red fountain and Azazeal smiles, cruel and evil._

"_ERIK!" Charles screams. He watches in anguish as Erik's eyes roll into the back of his head and Azazeal draws out his hand roughly, tossing him aside like a broken, useless doll._

"_I hope you don't mind me having killed him." He says casually to Shaw._

_Shaw smiles. "Not at all, Azazeal. He refused to harness his potential." He waves off. "I have no use for him anymore."_

"_Get the rest here."_

_Azazeal nods obediently and disappears. Charles wants nothing more than to run to Erik's side, for he refuses to believe he is really dead, but Shaw is smiling and advancing towards him._

"_Do you see now, telepath?" He gestures vaguely towards Erik's prone body. "Do you see what happens to those who refuse me?"_

"_YOU MONSTER!" Charles bellows. Adrenaline Is filling him, fury at Azazeal's and Shaw's guiltless murder and he glares at Shaw, his mind already frantically working to take hold of Shaw's-_

_Charles gasps as something blocks him in Shaw's mind. It repels him, another cold vicious mind and the force is so sudden and strong that he stumbles back, blue eyes wide._

"_You're late, Emmett."_

"_My apologies," dread fills Charles's heart at the smooth, cool voice. He shifts his gaze to the blond man beside Shaw. "Riptide wished for a challenge."_

"_They weren't much of a challenge." Riptide says causally._

"_I told you the humans were no match for us." Azazeal smirks._

_Emmett smiles. "What do we have here?" He asks, his cold gaze on Charles. "A telepath that actually tried to take control of your mind?" _

_His voice is amused, his blue eyes cold, nothing like the warm, loving gaze he had given Charlene. Charles grits his teeth, glaring harshly at his enemy, who smiles._

"_He is the telepath that will replace you when you're in Russia." Shaw replies leisurely. "You will teach him our cause when you return, yes?"_

"_It would be my pleasure." Emmett smiles, cold and dark._

_Shaw returns his smile, before shifting his gaze to Charles. "Riptide, Azazeal."_

_They are so attuned to Shaw's goals he doesn't even have to tell them what to do, Charles realizes. He sees Azazeal smirk, and suddenly his red arm is around his waist and he is struggling, shouting and lashing out at the Devil whom had killed Erik-_

_And then there are screams and shouts and a loud sound and Charles watches, helpless as Riptide's tornado takes the building the children are residing in, effortlessly. The strong winds blow them away, far up into the air, and Charles screams Raven's name as he sees her in the sky, her eyes wide with Hank looking terrified beside her._

_An angry bellow catches his attention and he snaps his gaze to Alex, whom has released pure red beams of furious energy towards Shaw. But Shaw merely absorbs them, and throws them back at a horrified Alex, whom Darwin steps in front of._

_Charles sees Emmett smile coldly and suddenly Darwin is screaming and clutching his head, unable to adapt in time as Alex's beams collide into him._

"_NO!" Charles hears himself shout in desperation, tears burning in his blue eyes as he witnesses the second death of the night. "DARWIN!"_

_The building has caught fire, with Alex and Sean trapped in it. Charles watches, frozen in horror as the flames devour them and Angel flies out before she is burnt, a wild anger in her eyes._

_But she is no match, no match for Emmett Frost. He only has to look at her with cold blue eyes and then she is screaming, losing her concentration and falling towards the fire-_

"_They should not have resisted," Shaw shakes his head. "A pity."_

_Azazeal teleports him and soon Charles finds himself standing next to Emmett Frost, Angel's murderer who smiles at him with cold amusement and reaches out to grip his hand with Shaw taking his other. Emmett links his left hand to Azazeal's who links his hand with Riptide's._

_It is unreal, unreal; Charles tells himself numbly, his blue eyes wide. It could not be true; they could not all be dead, they could not all be dead because of him, because he had resisted. Charles tries to rip his hands away from Shaw and Emmett, but feels his energy being drained by the mastermind of the Hellfire Club's merciless plan. _

"_Struggling is futile, telepath," Shaw says casually, as if he had not just caused the deaths of everyone Charles cared about. Charles tells himself he will not give Shaw the satisfaction of seeing him cry as the madman strokes his thumb over his limp hand. "Come with us and you will be part of something magnificent mankind has never seen before."_

_Charles wants to whip around to glare at him and curse him to the deepest depths of hell. But Emmett is smiling and Charles is jerked forward onto him, staring with furious, betrayed blue eyes up into the cold, amused ones of Angel's and Darwin's murderer._

"_Another telepath," he says, staring into Charles's eyes, a smile on his lips, his lips which had kissed him. "Interesting."_

_Charles lets loose a scream, a howl of fury and rage and pure anguish. He wants to get away, get away from these murderers. He remembers Raven and Hank thrust helplessly up into the air by Janos's whirlwind, remembers the fire caused by Shaw which had burnt Alex, Sean and Angel to death, recalls Darwin not being able to adapt his body in time because of Emmett, remembers Erik's bloody death._

_Tears slip out of Charles's traumatized blue eyes and Emmett smiles. "Beautiful." He says._

_Charles chokes on a sob, and he knows Shaw is smiling, smiling as cruelly as Emmett. He has let go of Charles's hand, his own hard hand placed on Charles's trembling shoulder as he calls out, a note of satisfaction in his voice. "Azazeal."_

_Everyone was dead; Darwin, Alex, Sean, Angel, his sister Raven, and Erik, oh god, Erik- Charles sobs, as Emmett smiles while holding him in his arms and Azazeal teleports them all away from the scene of destruction and murder._

* * *

><p>Charles shoots up in bed with a gasp, heaving and gasping and panting, blue eyes wide with fear and shock.<p>

"Charles!" There are two hands clutching onto his shoulders. "What's wrong?_!_"

"Raven," Charles gasps. The images are still flashing in his mind, and he squeezes his eyes shut, whispering. "Hank, Sean, Alex, Darwin, Angel…Erik."

"I'm here, Charles." The person holding his shoulders says urgently, "I'm here."

Charles looks up, blue eyes full of tears."Erik…?"

Erik nods. "Charles," he says. He removes one hand to wipe the trails of tears off Charles's pale cheeks. "Why are you crying, Charles? Did you have a nightmare?"

"Erik," Charles chokes at the concern in Erik's green eyes. "You're alive?"

"Very much so, Charles," Erik says. He looks at Charles's wide, fearful eyes and takes Charles's trembling hand, guiding it gently to his chest. "Feel my heart beating Charles. I'm alive."

_I'm alive_. Erik's words shake Charles out of the trauma he had witnessed. A rush of pure relief floods his being at Erik's words, at the steady beating of Erik's heart in his chest.

"Erik." Charles half gasps, half sobs. "Oh god, Erik I dreamt-"

"Show me, Charles," Erik says calmly. "Show me."

Charles stares. Seeing the seriousness in Erik's eyes, he shakily raises his fingers to his temple, accessing the images of his recent dream as he enters Erik's mind.

With a nod from Erik, he shows him. Charles shows his friend what he had seen – shows him the expression on his own face, of pain, disbelief as Azazeal plunges his hand into his chest, and blood spurts out, to his own horror which increases as Azazeal throws him carelessly aside and he lays, limp.

Charles pants as the scene ends. He drops his hand, trembling, fear twisting his heart as Erik's hand cups his chin and turns his gaze towards him.

To his surprise, Erik looks unfazed. "It was only a dream, Charles," he says simply, his green eyes boring into Charles's frightened blue ones. "I would never die so easily, I would never let him kill me."

"It was so real, so real; I was so scared, so angry, so helpless," Charles says softly, tears brimming in his blue eyes. "At the end, everyone was dead. I could do nothing to save anyone…I could do nothing to save you."

Erik smiles at him. "You don't have to save me, Charles."

Charles swallows. He meets Erik's eyes. "Erik my friend," he says pleadingly, his voice soft. "Do something please. Do something to convince me you're alive."

Charles knows he had felt Erik's heart beating. But his mind is still whirling with various emotions, and he is shaken. Perhaps it was because he was a telepath and that was why the dream had felt eerily real, or maybe it was because it was something that could have really happened- that Shaw and his minions_ could_ have done.

The thought scares him even more. But then Erik is looking at him with his intense green eyes and leaning towards him, his hand moving from his chin to his cheek as he captures Charles's lips in a surprisingly gentle kiss.

Charles tenses, but finds himself relaxing as Erik moves his mouth against his. His tongue does not enter Charles's mouth, and for once he is kissing like a lover. Charles closes his eyes, the worry and fear fading away from his mind as he reaches out his hands to tangle in Erik's hair.

But the gentle kiss soon ends as Erik draws away, staring down at him. "Was that enough, Charles?" He asks. "Was that enough to convince you I'm alive, that I won't leave your side?"

"Yes." Charles breathes, looking into Erik's eyes. "Erik."

Erik's lips curl. "I thought you were scared of me," he says, returning Charles's gaze. "We're alone again, Charles. Aren't you apprehensive of what I could do to you?"

"I was never afraid of you, my friend," Charles says softly, staring into Erik's dark green eyes. "I trust you."

"You shouldn't trust a killer," Erik says, half amused, and Charles remembers he was a man who hunted down ex-Nazis "And you know I don't see you as a friend."

That was right – Erik did not see him as a friend; no friend would just grab him and kiss him and initiate sexual activities with him. Charles bites his lip, gazing up at Erik. "What do you see me as, Erik?"

Unexpectedly, Erik frowns. "I don't know." He says, sounding honest. He locks his gaze with Charles's, his voice low. "But I do know I need to be near you."

_Need to be near you; _Charles feels a not entirely unpleasant shiver down his spine as Erik bends down to kiss him again. The kiss he gives him this time is passionate, full of something which sends Charles's heart racing in his chest. He allows Erik to push him onto the bed, his fingers gripping at his hair as he feels his hard body on top of him.

He feels Erik unbuttoning his shirt, and is abruptly reminded of the time in the cabin. He is feeling warm like he had been then, and gasps into Erik's mouth as his fingers tweak his nipple.

A thin trail of saliva is connecting their mouths when they break apart, and Charles feels himself flush at the lust in Erik's eyes. "Erik."

Erik leans down close to him. "I almost lost you," he says, voice rough. "I almost lost you to him. I was the one who couldn't save you when he drained you of your energy."

"You were almost taken away from me," he continues darkly, his fist clenching beside Charles's head. "I thought I'd lost you, Charles," fury is dancing in his eyes. "I thought I had lost another person I cared about to _him_."

"Never again."

With those words, he leans down to kiss Charles roughly, drawing another gasp from him. His hand slips into Charles's pants, cupping him and Charles can hear Erik's harsh whisper in his mind. _"Mine, not his. Mine, mine mine-"_

"Erik," Charles whimpers as Erik strokes him. His eyes widen as Erik's hand moves to his ass, and he lets out a surprised cry as Erik slips a finger into his entrance. "Erik_?_!"

"I need you, Charles," Erik growls, grinding his erection against Charles, who stares at him with wide, blue, innocent looking eyes. "I _need_ you."

Charles gasps as Erik pushes another finger into him, whimpering as Erik spreads his fingers and begins to scissor him. He manages to raise an arm to place a hand on Erik's arm, staring with pleading blue eyes. "S-Stop Erik, please."

Erik's fingers freeze. "You can't be serious." His voice is dark and frustrated.

Charles bites his lip, raising his gaze to meet Erik's eyes. "I'm afraid I am very serious." He says softly.

Erik growls, "Give me one good reason to stop."

Charles's breath hitches as Erik pushes his fingers in deeper. Gulping, he remembers Erik's regretful expression outside the CIA meeting room, and speaks, "You would not take me against my will."

Erik merely stares at Charles with his dark eyes. "I would not?" He asks softly, an underlying threat to his voice. "Do you believe I would not make you mine," he emphasizes the phrase by pressing his arousal hard against Charles, "With how much I need you right now?"

"You wouldn't," Charles says bravely, trust in his voice. He inhales. "I trust you, Erik."

To his surprise, Erik smiles, but it is a malevolent, almost malicious smile. Charles vaguely wonders if Shaw had had more influence on Erik than he cared to admit.

"I have killed men with this hand," Charles feels Erik place a calloused hand on his cheek. "I am a monster, Frankenstein's monster," Erik continues, dark amusement and self-deprecation in his voice. "You know that Charles, and you say you trust me?"

"I see no real reason to change my mind," Charles says, unafraid. He meets Erik's dark eyes. "I will always trust you, my friend."

Erik scowls. "That naïveté of yours is going to get you killed one day," he says darkly, but yanks his fingers out of Charles. "The world is not as kind as you think it is, Charles."

"Erik," Charles begins but Erik is already getting off him, slipping off the bed onto the floor and striding away. "Erik? Where are you going?"

Erik turns to look at him. "Don't tell me you've changed your mind." He says dryly, disbelief in his voice. Charles shakes his head, and Erik snorts, "I'm going to take a cold shower."

"Oh." Charles flushes. He averts his gaze from the lust residing in Erik's eyes, clearing his throat. "Right. Please go ahead, Erik."

He hears Erik scoff, withdrawing from the room with heavy steps as he proceeds into the bathroom. He closes the door mentally behind him, leaving a flushed Charles alone in the room.

* * *

><p>Erik growls, slamming his fist against the tainted glass and causing it to rattle shakily. His hair is wet over his frustrated eyes, his mutation controlling the metal in the showerhead to let the object hang in the air, spraying water onto his naked body as his fists are clenched in frustration.<p>

He had been so close, so close to just taking Charles and making him his. He had been aroused beyond control, had even gotten to finger fuck the other man and hear him gasp and whimper prettily, and just when he had been thinking of ripping off his own pants and taking Charles then and there, Charles had told him to _stop_.

And Erik had thought he had been saying it out of pretense, out of fear for losing his virginity with another man. But then Charles had directed those pleading blue eyes at him, saying he was serious and saying with his stupid naïveté that he trusted him with all the trust that could be found in this dark, twisted world-

Erik lets loose another growl. And he had stopped, stopped because he couldn't bear to break Charles, break his kind heart by showing him how dark the world could be. Charles was the only person he had known whom had looked at him with trust and friendship and not fear and hatred, and despite everything, Erik couldn't bear to see Charles giving him the same look other men and women had.

But Charles robbed him of his control. When he was with Charles, when he saw those soft lips, deep ,pretty blue eyes and sweet smile he wanted nothing more than to push the telepath against the nearest wall and grind against him, spread him with his fingers and fuck him and make him gasp and moan and scream his name-

"Fuck." Erik groans. His hand reaches down to grip his cock which was still hard from his encounter with Charles. He begins to stroke himself furiously, cupping his balls and groaning lowly as he thinks of Charles, of those frustratingly red lips wrapped around his cock, of those innocent blue eyes filled with pleasure their owner screams his name as Erik fucks him until the bed is creaking-

It takes as short a time for him to be aroused by Charles for him to come, and soon Erik is growling deep in his throat as pleasure flashes white behind his eyes and he slides onto his knees on the bathroom floor, the showerhead dropping onto the floor with a thud as he pants harshly, his breath fogging up the glass.

His mind is dazed as he stares at the glass, until there is a knock on the door. "Erik? Erik, are you alright?"

"_Fuck,"_ Erik thinks, groans. "_Fuck, Charles don't you dare come in here right now-"_

It is another instant in which Erik thinks life must hate him as the door opens and Charles pokes his head in hesitantly, leaning his slender upper body through the narrow space. "I'm sorry Erik but I heard a loud sound, are you alright?" He asks worriedly. "Why are you on the floor? Did you fall down?"

"Get out," Erik grits his teeth. "Get out unless you want me to throw you against the shower wall and fuck you."

It is not the first time he has been so verbally crude with Charles, but it is the first time he has stated exactly what he wants to do to him. Erik turns his head to the sight of Charles blushing, blushing in a way that makes Erik want to carry out his threat.

"I- yes, of course," Charles stutters. He takes one look at Erik's naked body and blushes again, looking away as if seeing another man naked was something sinful. "I-I'll just be leaving right this instant. I'm sorry for interrupting."

Erik stares as Charles retreats, almost slamming the bathroom door. He sighs, gritting his teeth harder. It was so frustrating – Charles had looked at him, scandalized, like he had done something wrong, while _he_ was the one whom had tempted Erik with his presence even when he had told Charles bluntly that he was going to take a fucking cold shower.

What was wrong with that man? Erik could swear Charles sometimes acted more like a blushing virgin than any woman he had ever fucked. It was downright frustrating, especially as it made him desire Charles even more, something which he didn't need.

He had to have Charles – he had to have Charles somehow, or he'd go insane with his want for the oblivious man. Erik growls, his nails digging into the palm of his hand. Maybe when he finally got to fuck Charles and make him his he'd stop lusting like he hadn't had sex for years.

The thought of fucking Charles sends the blood rushing down to his exposed groin and Erik pushes his fist into the hard shower floor, frustration in his eyes.

He had to make Charles his – had to make him his so that he could have finally have something which belonged to him after all those years. Erik remembers almost losing Charles, recalls _Shaw _holding Charles in _his_ arms and smiling down at him, his smile not at all innocent for Shaw had never been innocent-with dark intent and interest and the slightest desire in his eyes.

The scene only increases his hatred for Shaw and Erik snarls, resisting the urge to punch his fist into the tainted glass lest it brought Charles checking in on him again for fear he had injured himself, which Erik wanted to scoff at, because who would be stupid enough to injure themselves seriously in the bathroom?

And if Charles showed his pretty face in the bathroom a second time, Erik wasn't sure he would be able to control himself this time.

Erik bites his lip harshly. He had to protect Charles, had to protect him from men like Shaw and Azazeal until he could take him for himself. Despite being a telepath, Erik suspected Charles wouldn't know desire shown towards him even if it were staring him in the face.

Erik knew he himself was a rough man – rough and ruthless was what he had been for the majority of his life. Whether it was killing or sex or bending metal – he hardly knew how to be anything other rough, but maybe with someone like Charles, a different approach had to be taken.

Erik closes his eyes. He forces himself to inhale, conjuring up images of Charles's sweet smile at him, sounds of his gentle words. He pushes his lust and arousal aside, trying not to think of how those sweet lips would look taking in his cock, of how that polite, well-mannered voice would sound like screaming his name.

Instead, he thinks of what he had felt towards Charles. Erik thinks of the sense of hopelessness and fury when Charles had gone with Shaw, thinks of the genuine worry in his heart when Charles had stared at him with fear in his eyes, sobbing and gasping and unable to believe he was alive.

He remembers the regret and guilt he had felt when Charles had told him taking him would be rape, thinks of the way Charles's beautiful smile sometimes made his heart beat faster and he felt an urge to protect this genuinely kind man, recalls the time when Charles had caught him trying to leave and he had felt for the first time that maybe there was someone who could understand him, like he had felt he was not alone when Charles had rescued him from drowning.

Someone who could understand him. Maybe he desired Charles because he was someone who could understand him, someone who actually trusted him despite claiming to know everything about him, someone whom attempted to talk to him through words and not actions.

Erik feels his lips finally curve into a smile. Lifting the showerhead from the floor with his mind, he rises to stand, turning his gaze towards the door.

Charles was a challenge, the only person whom had mixed his lust and other various emotions into one complicated mess of feelings he could not comprehend. He was the only person he had given a gentle kiss to, something which surprised his rough nature – all his kisses, even his first one, were not at all gentle.

Charles Xavier was a challenge, with his pretty blue eyes, red lips that were perfect for taking in cock- _his_ cock, his naïve beliefs even as a telepath, his frustratingly understanding and surprisingly perceptive nature and his kind, sweet smile that could make even Erik Lensherr's heart beat rapidly in his chest.

And Erik Lensherr knew he was a man whom loved a challenge.


	14. Chapter 13: Aftermath

Hey people :) Well, this is the last chapter I'm going to be posting for a while, about 2 weeks or so, since my exams are coming up. So, yeah. Thanks for reading , and for reviewing; hope you enjoy this chapter :)

Disclaimer: I don't own X-Men First Class or its characters.

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><p>Charles leans against the bathroom door, cheeks heavily flushed as he forces himself to breathe in and out.<p>

He has to resist the urge to close his eyes – even now, the image of Erik's green eyes full of frustration and desire is imbedded in his mind's eye. He remembers the provocative words which Erik had let out in a low growl, and swallows.

Charles can hear the sound of the water running. He inhales, then draws away from the door. It would not do for him to fall onto Erik when he came out of the bathroom after all. Charles flushes at the image. He had already made one awfully embarrassing blunder- he was sure he would come close to dying of mortification if he were to make another.

Firmly keeping images of Erik's naked, wet body out of his mind, Charles diverts his focus to more important matters in reality- namely, the current situation.

He remembers his dream- no, nightmare. But a nightmare was still a dream. For that was what the horrifying deaths of all the people he cared about had been; merely a terrible dream.

Charles represses the urge to shiver at Shaw's satisfied, sick smile and Emmett's coldly amused gaze. Instead, he searches his mind for what had happened after he had managed to subdue Shaw and his minions. He remembers controlling Azazeal to teleport them to the mansion, remembers feeling drained of all his energy and falling forward onto a concerned Erik…

"Charles."

Charles almost starts at the sound of Erik's voice. He turns around automatically. "Yes…Erik?"

Erik smiles at him with sharp teeth. Charles feels a blush come on as he realizes Erik is dripping wet, the hard muscles of his body all exposed.

The towel that should be around his waist is over his shoulder. Charles's face turns incredibly red and he quickly snaps his gaze away.

"Good gracious Erik, put some clothes on!"

He knows Erik is raising an eyebrow at him. "I just got out of the shower, Charles."

"Well, be a decent man and wrap that towel around your waist now, will you?" Charles counters embarrassedly, resisting the urge to glower at Erik.

"_English men…"_ He hears Erik think. Charles is quite sure Erik is smirking at him in amusement, as his nonchalant voice sounds, "Fine. You can look at me now Charles."

Slowly, Charles brings his gaze back to Erik, letting out a soft sigh of relief. True to his expectation, Erik is smirking at him, the towel now around his waist, and he tries not to stare at the other man's hard chest.

"Like what you see?" Erik smiles, moving forward leisurely.

"Yes-I-I mean no- I mean-" Charles fumbles, blushing at Erik's dark gaze and the sight of his bare, wet chest.

"I-I believe I have to leave." Charles manages to say in a relatively steady voice. His gaze is fixed on an enticing water droplet sliding down Erik's hard chest, ending at his nipple. Charles gulps, tearing his gaze away.

"Leaving so soon, Charles?" Erik asks, voice low and husky.

"Yes- well you see I would like to speak to the children." Charles says, meeting Erik's dark eyes under his dripping wet hair.

He turns away. But before he can take one step forward, he feels Erik's hands land heavily on his shoulders. Charles tenses.

"Not so fast, Charles," Erik says, his warm breath brushing against the nape of Charles's neck. "_I _believe you owe me for interrupting my _private_ session."

Charles's feels his heart begin to beat faster as Erik presses close to him. He barely manages to hold back a gasp as he feels something hard against his behind.

It does not take long for him to realize it is Erik's erection. Charles feels his face heat up even more as Erik smiles into his hair, his hands coming around him.

"Erik- t-the children…" he stutters, feeling distinctly uncomfortable as Erik holds him in place, pressing his arousal against him.

"The children can wait," Erik is saying huskily into his ear now, and Charles is sure he is smirking. "They don't even know you're awake yet."

"Erik!" Charles cannot withhold a gasp as Erik grinds his erection against him, causing a warm feeling to erupt in his stomach. He feels one of Erik's hands sliding down his back and quickly turns, making sure to keep his gaze on Erik's face.

"Stop this Erik- I don't want this." He says, meeting Erik's dark green eyes. "Release me."

Erik merely gives him a smirk. His hands draw Charles closer, and Charles stiffens as he feels Erik, big and hard, against him. "What makes you think I care about whether you want this or not?" He says casually, but there is clear lust in his eyes. "I want you Charles, and I always get what I want."

Charles swallows, but does not remove his gaze from Erik's lust-filled one. "Because you care about me," he says in a matter of fact tone, as he remembers the worry and concern in Erik's green eyes, how he had looked so angry after he thought he had gone with Shaw.

"You were the one whom brought me in, were you not?" He takes a deep breath. "Erik, I realize I was wrong in thinking you considered me a friend as I do you, but I was not mistaken in thinking- in knowing you care about me- about my well being, about what I think."

It is perhaps the boldest thing he had said to Erik – after he had discovered he did not know everything about the other man, contrary to what he believed. But Charles does not flinch as Erik's eyes narrow.

It is the first time he has revealed to Erik how affected he is.

"And what makes you think that, Charles?"

"The moments we shared together Erik – your words just now about almost losing me to Shaw," Charles says, bravely staring up into Erik's displeased expression. He inhales. "You stopped just now when I told you to, did you not? You told me to get out of the bathroom because you didn't want to lose your control."

He is revealing too much, Charles thinks. He is revealing too much to Erik – showing him that despite everything, he is still able to read him, read his intentions and the meaning behind them. Erik would not like that.

"You are the first person who has ever been able to resist my advances, who has been able to read me so well," Erik is saying, in a low voice tinged with seriousness. Charles can still see the lust in his green eyes, but he can also see it receding, receding slowly. "You are the most frustrating man I have ever met. Do you know that, Charles?"

"And you are the first man who has ever come onto me, so fiercely too," Charles replies, smiling a little wryly. "I believe we're even, Erik. And I would appreciate it if you would release me now."

And Erik does. He lets go of Charles, withdraws from him. Charles smiles appreciatively at him, at his conflicted eyes, then turns away and makes his way to the door. "I'll see you later, Erik. Again, I do apologize for interrupting your shower."

Before Erik can reply, Charles is out of the room, closing the door behind him, leaving Erik alone with his thoughts as the other man had done to him.

* * *

><p>It felt like forever since Charles had last walked the halls of the mansion, and he sweeps his gaze around, taking in the various antiques and portraits with appreciative blue eyes. He is only on the third floor of the mansion – Charles supposes Erik had not known where his room was. Charles walks towards the stairs, descending them.<p>

Charles lets his hand slide down the gold railing as he walks down the stairs, remembering how he and Raven had used to slide down the smooth metal when they had been younger, and smaller. He smiles nostalgically at the memory as he recalls the shouting match between him and Raven before the arrival of Shaw.

Immersed in his thoughts, it takes him a few minutes to reach the bottom of the stairs. Charles raises his gaze, finding himself in the living room. He looks around, at the expanse of space – at the old, plush couch just as he remembered it, at the huge television set, at the various ornaments standing, old and dusty but still expensive.

Raven is seated on the old plush couch, which he remembered them sitting on and watching television when they had been kids, her expression forlorn. Charles's eyes soften at the regret in her green eyes, and he moves forward, concocting a plan.

Raven has not noticed his presence. Charles treads softly to the back of the couch, smiling secretively to himself. He reaches his hands towards the unaware Raven, using them to cover her eyes.

Charles hears Raven gasp. His smile widens and he leans towards her, whispering mischievously against her ear. "Guess who, Raven?"

"Charles," she says, and he knows she is smiling, can feel the gladness from her previously somber mind.

Charles grins. He removes his hands from Raven's eyes and she turns her head, smiling at him. "You're awake."

"_You're alright."_ Her mind is saying, overflowing with relief. "Your payback is decades late." She teases him.

"Better late than never, Raven," Charles retorts back good naturedly. He walks around to the front of the couch, "I'm surprised you didn't notice my presence."

Raven bites her lip. Then she stands up, green eyes shimmering. Charles is ready with his arms held out as Raven rushes forward to pull him into a tight hug. He catches his sister in his arms, holding her close to him.

"I'm sorry, I'm so sorry," she sobs softly against his neck. "Because of me, he almost got you – I almost _lost_ you- I shouldn't have-" she chokes.

"It's alright, Raven," Charles says, running a soothing hand along his sister's back as she cries into his neck. He smiles sadly. "It's my fault too. I have been neglecting you. But I didn't want to believe it…because it was you accusing me."

It is only with Raven he can be so open, he thinks. It is only with Raven when he can admit his faults out loud, that while what Alex, what they had done was wrong; they did not have to argue over it; he did not have to lose his temper with her, the one constant in his life.

"I couldn't do anything, just like the last time with that mutant," Raven is saying, regret and guilt in her voice. "I couldn't save you again, couldn't save my own brother. Why am I so weak?"

"You're not weak Raven, even I and Erik couldn't do much to resist," Charles points out, a wry smile on his lips. "Until the end, at least."

"I'm just glad you're safe." He adds, in a softer voice, remembering how he had lost his sister- in the dream which had felt jarringly real.

Raven sniffs, before slowly withdrawing from Charles, staring at him with red-rimmed eyes. "How did you manage…?"

Charles is about to reply, but senses the presences of a few more minds. He turns his head and Raven follows his gaze.

The heavy doors to the mansion open, revealing Hank, Alex and Darwin standing in front of a huge expanse of green. It is Hank who notices him first, and Charles sees his eyes widen behind his spectacles.

"Professor!"

He strides swiftly forward, followed by a surprised Alex and Darwin. Charles blinks as Hank clasps his hands on his shoulders, speaking rapidly, "Are you alright? Are you hurt anywhere? How did you-"

Charles holds up a hand, cutting him off. "One question at a time, Hank."

Hank blinks, then withdraws, looking abashed. "I'm sorry, Professor."

"Never knew you could speak like a bullet train, Bigfoot." Alex says sarcastically. He ignores the glare Hank shoots at him, saying to Charles, "How are you feeling, Professor?"

"I'm fine Alex, thank you." Charles smiles at him, and to his surprise, Alex gives a tentative smile back.

"I'm glad you're alright, Professor," Darwin says from next to Alex, seeming to express the unsaid words of Alex's smile. He smiles, relieved. "Should I go and get Angel and Sean?"

Charles smiles at him. He remembers how in his dream Darwin had been killed by Alex's red, dangerous energy beams, and wonders, as a precaution, if he should advise him against training with Alex.

"I would appreciate that greatly, Darwin."

* * *

><p>Charles looks around at the mutants gathered before him. They are all seated at the round table in the dining room, for ease of conversation.<p>

Everyone is present – Darwin, Alex, Hank, Raven, Sean and Angel who had come back from their training, Erik who had come down the stairs just as they had been about to make their way to the dining room, regarding Charles with his dark eyes.

Charles smiles – smiles at everyone around him, the people who he had managed to save. He rests his chin on his hands. "Where should I begin?"

"How did you manage to get away, Charles?" Raven prompts him.

"To be honest? I controlled their minds," Charles says quite bluntly, and feels the surprise around him. He smiles. "Shaw made a mistake when he asked Azazeal to take me away."

"Where did he take you?" Erik asks, voice rough.

"To the top of one of the buildings," Charles replies, turning his gaze to him. "I could see you from there, Erik. I could see you were in Shaw's line of fire."

Erik is silent, but he is still staring at Charles. Charles inhales, then returns his gaze to the rest. "To cut a long story short, I managed to distract Azazeal and gain control of his mind."

"I made him teleport me back to Shaw," Charles says, and here, switches his gaze back to Erik. "I made sure Shaw's guard was down, before I took control of his mind."

There is a silence at Charles's admission – an awed sort of silence. Even Erik is looking at him, impressed.

"Shaw's mind was surprisingly easy to control," Charles says. He clears his throat. "It was probably because he didn't have his telepath with him."

"His telepath?" Hank questions.

Charles nods. "Shaw sent his telepath to Russia." He says shortly.

"You made the mutant teleport you away," Angel says, crossing her arms. She raises an eyebrow. "Why did you do that?"

"Well, I had to modify their memories, Angel," Charles turns to her with a smile. "Or they would just use Azazeal to come back for me…perhaps for some of you as well."

"You mean…you erased their memories?" Sean asks tentatively, eyes wide.

Charles shakes his head. "Not exactly- I merely modified them," he half says, half defends himself. He hesitates. "For instance, I made Shaw believe he had failed in his mission- but he could always come back for me, rather, he will come back for me in the future."

"Why did you do that?" Alex asks, expression twisted in frustration and anger. "Do you want him to come back for you – do you _want_ to be in danger again?"

"Yes Charles, do explain." Erik says, more calm than Alex, but with the same amount of, if not more anger in his dark eyes. "And why did you not take the time to figure out Shaw's location?"

Charles sighs. "I didn't have enough energy, Erik." He says quietly, his blue eyes meeting Erik's angry green ones. He then turns to Alex. "I'm sorry, Alex."

Erik's eyes narrow and he makes a displeased noise while Alex growls. Charles can feel Alex's anxiety, Erik's annoyance yet worry for him, and feels guilt tumbling into his stomach.

Charles bites his lip, as Darwin interjects, "It should be alright, right?" He tries, looking around at everyone. "I mean, we're here now; in the Professor's…house. The enemy doesn't know we're here."

"Wouldn't the mutant who teleported us here know?" Raven asks cautiously.

"There's no need to worry Raven, I am quite sure I erased his memories before I sent him back to the submarine." Charles reassures her.

"That's fine then, isn't it?" Sean pipes up and everyone turns to him. He gives a smile. "I mean, we should be safe- but more importantly, the Professor is safe. So why is everyone looking so gloomy?"

"Because they've realized," Erik replies, moving his intent gaze to Sean, and Charles is slightly surprised when the boy looks back at him unflinchingly. "Because they've now realized what they- what we are up against."

"I know." Sean says, in a more serious tone and Erik doesn't look surprised. He clenches his teeth. "I was useless. I hate that feeling."

"We all were." Hank points out, logically but with a tired tone to his voice. "Especially me."

"No you weren't, Hank," Charles tells him. Hank looks up at him and he smiles. "You rescued Raven from the fire. You saved my sister…thank you."

"You saved everyone else, Professor," Hank says, but there is an embarrassed, pleased smile on his face.

"You were running so fast even fire couldn't catch you," Raven says, turning to Hank with a glimmer in her eyes. She smiles. "I was pretty impressed."

Hank flushes, and mumbles something which Raven seems to catch as the smile on her face widens and she whispers what seems to be a 'thank you' to Hank. Charles smiles.

"We'll have to train," Erik says suddenly, interrupting the moment. Charles turns his gaze to him at the metal bender saying what he had been planning to say. He watches Erik run his hard gaze across the mutants at the table. "Every one of us."

"We've already begun." Alex points out somewhat snidely, and Darwin nods.

Angel smirks. "Sean and I were practicing our aim on each other," she says casually. "It was pretty fun."

"You can fly," Sean grumbles. "You had a clear advantage, Angel."

"I'm afraid Erik's right," Charles says. He smiles at the children. "I'm glad to see you are training yourselves already, but I would like to supervise your training all the same, and come up with a schedule as well." He pauses. "Can I?"

"Of course, Professor," Hank says immediately. He sends a warning glance to Alex. "I'm sure we would be honored."

Alex smirks. "I trust you – to take responsibility."

"What Alex means is that he would be grateful for help on learning how to control his power." Darwin translates with a smile. Charles smiles to see Alex does not disagree.

"Sure Professor." Sean beams, while Angel gives a lazy nod.

"Before you get all excited about exploring their potential, Charles," Erik drawls just as Charles's mind is already working on various methods of training the young mutants. "Do remember we have an appointment today with the CIA."

When Charles blinks at him, Erik adds dryly, "We don't have a mutant who can teleport on our side. We'll need time to get to Russia."

"Oh." Charles says. He blinks again, then inwardly shakes his head. He had almost forgotten about their upcoming endeavor. "That's right."

Erik looks at him as if he is resisting the urge to roll his eyes. He gets up from his chair. "You're the one who wanted to tag along with the CIA." He points out sarcastically. "Agent McTaggert would be disappointed if you fail to turn up."

Charles nods, rising. "I should contact Moira." He says. Then he pauses, feeling worried as he remembers the attack which had taken the lives of many men. "I do hope she's alright."

Erik scoffs and walks away. Charles looks after him, then turns to Raven.

"I know, Charles, we know," she says before he can speak, giving him a reassuring smile. "You two can go do the mission – we'll be fine."

Charles closes his mouth. He looks around at the young mutants, all now under his charge, and gives a grateful smile. "Thank you."

"Be safe, Charles." She says and he nods, returning her smile before turning and striding to Erik.

He soon catches up to Erik, coming to stand beside him in front of the huge double doors, which Erik mentally throws open with his power.

Charles watches as the man steps forward into the bright sunlight. Erik turns to look at him, a set resolution in his dark green eyes.

"Let's go. We don't have much time."


	15. Chapter 14: Mission

_Posting this before dinner again (my exams are over) so do forgive me for any mistakes haha. Life's been pretty screwed up recently but I just bought the X-Men First Class DVD so I'm cheered up and was compelled to write. Thanks for the reviews, for reading and waiting and hope you enjoy reading this chapter :)_

_Disclaimer: I don't own X-Men First Class_

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><p>The CIA compound is in rubble and debris, the once tall and majestic buildings crumbled down into nothing but dust and dirt. Charles averts his gaze, trying to ignore the guilt stirring in his heart, looking away from the once proud infrastructure, resisting the urge to squeeze his eyes shut at the scene of the CIA taking care of their fallen, dead colleagues.<p>

"Perhaps this wasn't such a good idea, Erik." He says quietly to the man beside him.

The CIA is a professional organization, working for the state. But it doesn't stop many of the agents from projecting their emotions – their intense emotions of shock, anger and sadness at the loss of their colleagues, their comrades. Charles bites his lip harshly, feeling even more guilt envelop him. He inhales.

"Don't feel guilty, Charles," he hears Erik say. "This is war; people die."

Charles wants to protest to Erik that even if it were war, people didn't have to die. They could have been injured, even badly hurt instead of having their lives taken away in just a single moment. But he knows Erik is a survivor of the Holocaust – something even worse than war, and decides to stay silent.

"Shaw kills anyone whom resists him," Erik is speaking bluntly, "And that is why we will have to kill him."

With those words, he moves forward. Charles watches as Erik approaches Moira, who is looking down as her colleagues help up a man whom is fatally injured and dripping blood, but miraculously alive. It is then Charles notices that there are ambulances surrounding the CIA compound.

"Agent McTaggert," Erik speaks crisply. "We wish to speak to you about the CIA's mission."

Moira looks up, slightly surprised, as her colleagues carry the man away. "Mr Lensherr." She says. Charles sees her frown. "The CIA's mission?"

"We are going to Russia, are we not?" Erik replies. "Charles, come here."

Charles hesitates as Erik calls him. He sees Moira turn her attention to him and reluctantly walks to Erik's side. "Hello, Moira."

"Charles." Moira smiles slightly at him, but there is tiredness in her eyes.

Charles returns her smile with a tinge of guilt. "I do hope we are not intruding," he says softly. "I'm sure Erik and I could come back at another time if we are."

"We will be discussing this now, Charles," Erik seems to ignore his words. "And we will leave for Russia as soon as possible."

"Erik." Charles says in warning, but Erik makes no reply.

Charles sighs, turning his attention back to Moira. "If there's another location at which we could discuss the CIA's plans?" He asks cautiously.

Moira seems to understand as she catches sight of the many gazes on Charles, at the men regarding him and Erik with resentment, anger and disgust. Charles is grateful she is not looking at him in such a deprecating manner.

He watches as she nods. "Alright." She says promptly. "But I have to go and make some arrangements with my colleagues first. Could you wait for me at that building?"

Charles follows her gaze to the building that had miraculously survived the explosion, wondering if it was the building Azazeal had teleported him to the top of. He nods. "Alright."

"Charles," Moira says. Charles shifts his gaze to her, and she offers him a small smile.

"It's a sad fact Charles, but people die in war." Moira says sympathetically yet logically, but there is sadness in her brown eyes. "I just wish it didn't have to be so early."

"I know." Charles says quietly. But Moira's words are making him feel even more guilty, and he says, meeting her eyes, "I'm sorry, Moira. Shaw was here for me. They didn't have to die."

"It's not your fault Charles," Moira says, and Charles cannot help but notice she hadn't said it was alright. He supposes she doesn't find it is, and doesn't blame her as she turns. "Well, I'm going to talk to my superiors now. Give me a moment, will you?"

"Alright." Charles says, but Moira is already walking off. He stands on the spot, watching her retreating back, not quite sure what to do with himself.

"Let's go, Charles." Erik says. Charles turns to look at his stoic, almost bored looking features.

"Right." He says, resisting the urge to read Erik's mind to find out how he felt, how he was feeling. Was he really entirely unaffected, unlike him?

Erik was a man whom did not care what others thought of him. But he was also not the one whom Shaw had come for – Erik wasn't experiencing the guilt he was. He wasn't the one whom Shaw had told he would kill everyone he cared about if he resisted – wasn't the one whom had been the catalyst of the deaths of the men.

"We'll wait for the CIA at that building, Charles," Erik repeats, a touch of impatience in his voice. He strides purposefully off, only stopping when he notices Charles isn't following.

Charles watches as Erik turns his head, speaking dryly, "Are you coming? Or do I have to kiss you to force you out of your thoughts?"

Despite himself, Charles flushes. "Of course not." He replies, indignant. "I would not appreciate that."

Erik merely smirks at him, and as Charles follows him, annoyed and embarrassed, he forgets for a moment the guilt he should be feeling.

* * *

><p>"Why the hell are they still here?<em>!<em>"

Charles looks up reluctantly, to the sight of Moira's superior's angry expression. He is pointing a finger at them accusingly, and he tries not to avert his gaze.

"They're here to inquire about the mission in Russia," Moira informs him candidly. "You did agree to them joining us, Sir."

"That was before the attack on _our_ compound!" The man accuses, his voice full of resentment, a far cry from how he had been requesting Charles for his help with their machine. "Because of them, these _mutants_, we lost many of our men!"

"Sebastian Shaw is our common enemy, Sir," Moira says, logically, undeterred, and Charles can see why she is in the CIA. "We have to work together to defeat him, or we will lose even more of our men."

As the man makes a disgruntled noise, Charles finds himself feeling admiration for Moira. She is composed yet respectful in her words towards her furious superior, able to remember their real goal even after such a shocking ambush on her own colleagues. Charles has always known Moira to be a logical and intelligent woman, but it is her constant, persevering mindset after a crisis that allows him to feel respect and admiration for her strong will.

Charles finds himself smiling slightly. He turns his gaze to Erik, who has been silent, his usual stoic expression on his face. He hesitates, before deciding to satisfy his curiosity for a moment. It wasn't as if he was intruding on anything important.

"_Shaw should have killed him instead."_ Erik is thinking in annoyance. Charles blinks as Erik's dark eyes turn to him. _"You know you're thinking the same, Charles."_

"_Not in such terms, Erik." _Charles replies in some amusement, and Erik's lips curve.

"We," Charles tunes back into reality at the man's voice. "Are setting off for Russia at 12.00PM sharp. If you are late, we will not hesitate to leave you behind."

With one last glare at Charles, he storms off. Charles sighs, then turns to Erik.

"He didn't even inform us of the location." Erik observes in a bored tone.

"I apologize for my superior's rude behavior," Moira says, and Charles cannot help a wry smile as she doesn't sound sorry at all. "As for the location, it is here at our own headquarters. We will be flying to Russia using one of our private jets."

"Alright," Charles says. He smiles at her. "Thank you, Moira."

Moira blinks, then smiles back at him genuinely, and Charles finds himself feeling glad to have her as an acquaintance and even friend.

"You're welcome, Charles."

* * *

><p>Charles walks forward with his hands in his pockets towards the private jet on the large platform. He ascends the walkway to the vehicle with Erik, going after the CIA men, walking and sitting down on one of the seats.<p>

He blinks at the empty seat beside the co-pilot. "Where is the pilot, Moira?" He asks curiously as Moira enters the plane.

Moira smiles, and Charles is slightly surprised at the mischievousness in her smile. "Right here, Charles," she says as she settles down into the empty seat.

Charles blinks, before his eyes widen slightly. "You can fly a plane?"

Moira nods. "The CIA needs capable pilots for its missions," she says the statement like a fact. "My colleagues and I went through training, and the ones deemed suitable were picked to be the pilot or co-pilot on our missions."

"That's…amazing, Moira," Charles smiles, blue eyes twinkling. "Being able to fly a plane is quite groovy."

"Thanks for the compliment, Charles." Moira replies, and Charles can tell she is pleased. "Flying a plane becomes more simple the more you get used to it. You just need the utmost concentration and control, rather than skill."

"You would probably be able to do it too, if you tried."

"I'm afraid not Moira; I'm convinced I would not even be able to execute a take off!" Charles laughs in good humor. "I'm a professor, not a pilot. You're a talented woman, Moira." He says sincerely.

Moira smiles back at him, embarrassed but pleased. "And you're an extraordinary man, Charles." She replies honestly.

She then turns her attention back to the controls. "Hold on, we're gonna take off."

"_I could control the plane itself without touching the controls."_ Charles hears Erik think, with something he cannot place in his mind voice. He blinks, turning his attention to the other man, who is staring out the window.

The engine rumbles as Moira and her co-pilot takes the plane off. Charles stares at Erik curiously, tempted to reach into his mind to see what other things he might be thinking. Erik was a mystery, and he couldn't help but be intrigued.

But then he remembers all their sexual encounters and decides against it. Charles feels his cheeks warm as he remembers Erik's words, remembers how Erik had pressed himself against him with only a towel around his waist.

He is glad Erik has not initiated anything since then, and wonders if his words did have such an impact on the man.

Charles sighs. He leans back against the seat, opening his book to read. It would be a long flight to Russia.

Charles notices Erik is not sitting next to him, and finds himself feeling a little dejected. He admits to himself Erik is a mystery, a mystery he wants to unravel because his telepathy had allowed him to know many things others didn't, and to be unaware of Erik, to not know his friend as well as he thought he could; he couldn't help but feel a little disconcerted. Aside from his background, attitude, mutation and his hatred for Shaw, he knew nothing much about Erik; hell, he didn't even know why Erik had decided to sexually assault him in the first place.

He could ask Erik why, he thinks. But there is something stopping him from doing so. Would the other man even know the answer, even give it to him? Charles had always treated his and Erik's sexual encounters as something he could brush off afterwards, no matter how far they got. But what about Erik? What did he think?

It would be so easy, so easy to just reach into Erik's mind and find out his real intentions, to satisfy his curiosity. He is highly tempted to, especially as Erik seems deep in thought, not even noticing Charles's stare at him. But it would be against his morals, and he quickly crushes the urge. He wasn't entirely sure he wanted to know what Erik was thinking.

Charles lets out a sigh. He tells himself that despite everything, he still considered Erik as his friend. He still wanted to help him, to get to know more about him, to understand him. Even if Erik did not see him the same way, Charles is still sure he cares about him, and he hardly wants to bring up the topic they had been avoiding in conversation, cannot bear causing more tension and awkwardness in their friendship.

Perhaps it is because Erik has had not had sex in so long – having no time for the pleasurable deed while hunting down ex-Nazis and Shaw. That must be why Erik threw his sexual urges onto him – he remembers Erik saying they could be friends with benefits. Maybe he was the only one whom Erik trusted and wanted to satisfy his sexual urges for him.

With that thought, Charles nods inwardly to himself. He draws his mind away from the situation and trying to find a solution, focusing his attention on the book, trying to not let his gaze stray to the silent Erik.

He was sure there would be time to sort out their situation later – after the important mission.

* * *

><p>They are rumbling along the bumpy dirt-road in an old truck borrowed from the CIA's acquaintance in Russia. Moira is the driver, and she brings them as smoothly as possible along the silent road until she is stopped by Russian guards.<p>

Charles is at the back of the truck. He hears orders being barked, hears the men's mind voices, and his fingers are placed at the side of his head and his free hand is on the tense Erik's arm, when the back doors are flung open.

Charles knew he would have never suggested such a risky plan had he not had full faith in his telepathy. Yet, it doesn't stop his heart from pounding against his ribcage as the Russian guards survey what he knows to be empty space before them. He blocks out Erik's thoughts, focusing on the task at hand, not removing his hand from the metal bender's arm.

The tension in the air is not broken by the guards' puzzled, almost disappointed, loud words of there being nothing – rather, no one, at the back of the truck. The tension is only shattered when they slam the doors closed after casting a last suspicious glance, and Charles lets out a breath he hadn't know had been in his dry throat, smiling as Erik pats his knee in shared accomplishment.

Charles soon feels the truck rumble off again as the guards give them the leeway to enter what was forbidden Russian territory to them. He can feel the relief from the CIA men and Moira, but his mind has strayed to another direction.

"Erik," he starts softly. "Shaw will not be there."

"I know." Erik replies.

Charles turns to look at him, meeting Erik's green eyes. "You should have stayed to protect the children."

"The children will be fine, Charles. Shaw does not know where they are." Erik says. He is looking at Charles now, green eyes intense, "But what about you?"

Charles smiles at him, but his blue eyes are narrowed slightly. "Thank you for your concern, Erik. But I believe I am more than capable of taking care of myself."

"Your original purpose in joining the CIA's on their mission was to protect the children," Erik reminds him. "Shaw caught us off guard, but you succeeded in your goal. What is your true purpose in this mission, Charles?"

"To provide assistance to the CIA," Charles replies simply, smiling at Erik but with guarded eyes, "Though, if my memory serves me well, you were the one who reminded me of our appointment with the CIA, Erik."

To his surprise, Erik smiles at him. It is not a kind smile, but not an unkind one either, "I may not be a telepath like you Charles, but don't take me for a fool," he says, with underlying annoyance in his voice. "It's not like you to beat around the bush like this."

"I'll ask you again – what are you hiding?"

"_I know you, Charles." _Charles hears Erik's voice in his mind as the metal bender stares at him. He returns the other man's stare. Charles had never taken Erik for a fool, he knew the other man could be as perceptive as him, yet it was unlike him to be focused on something other than his own goals and intentions.

Fortunately, he is saved from having to answer when the truck stops. Charles turns his gaze away from Erik to the front. "We're here." He murmurs, as he moves forward to open the doors.

Charles can tell Erik is adamant on not letting the matter pass, but he also knows Erik's mind has switched to another goal; gathering information about Shaw. As such, he is retreating for now, Charles thinks in relief as he steps down from the back of the van.

Moira is there. She smiles at him, and he returns her smile as she speaks softly, "Impressive job as always, Charles."

"Thank you, Moira," Charles's blue eyes are bright, "You have an incredible gift of steering vehicles as well. I wouldn't be surprised if you could maneuver a ship."

Moira laughs, giving him a pleased smile. "You flatter me, Charles."

"Where is the mansion?" Erik, who had just alighted from the truck, interrupts.

Moira moves her gaze to him. Her gaze is not hostile, but she is not smiling at him like she had smiled at Charles. "Over there." She says, averting her gaze and pointing to the near distance. "We'll leave the truck here, it's quite an enclosed area. We can conceal ourselves behind those bushes."

Erik does not reply her, striding past her to his destination. Casting his gaze at Erik, Charles moves to follow him, Moira and her colleagues behind.

Charles crouches down behind the bushes beside Erik. The Russian mansion is heavily guarded, and he watches as Moira takes out a pair of binoculars.

"I see her," Moira says suddenly, and Charles turns his gaze in the direction of hers, realizing he had not sensed the approaching mind. "Shaw's right hand woman has arrived."

Charles is silent as he watches a blonde woman clad in white – a white dress for her slim figure, a white fur coat around her slender shoulders. He watches as she saunters towards the guard, and without thinking, puts his fingers to his temple and concentrates on entering the guard's mind.

The guard's mind is, quite ironically, unguarded, and Charles soon finds the body of the mind he has taken control of face to face with a smiling, pretty face close to the face that is not his.

"Shaw sends his regards and me in his place," the blonde which Moira had called Shaw's right hand woman says silkily. She leans close to him, deep blue eyes seeming to see through him and into his mind. "Between you and me, darling, I'm much better company."

"I-I see. Please come in." The guard says. Charles had not made him relinquish control of his body. As the guard steps aside, staring at the blonde sternly but with desire in his eyes, Charles retreats from his mind.

He is silent, he knows he does not have to inform them of Shaw's absence – they had already known beforehand. Charles wonders what had possessed him to take hold of the guard's mind – and remembers who he had expected to see, but didn't.

"She is Emma Frost," Moira is saying, and Charles wonders if she is aware his mind had left his body. He turns to look at her. "We must find out what is Shaw's purpose in sending his only telepath here. What secrets is the General hiding?"

"Yes, you're right." Charles says dazedly. He shakes his head to clear his thoughts, looking towards Moira. "So what now, Boss?"

"I believe Shaw has another telepath on his side," Erik frowns. "One who has a second mutation, an ability to transform into diamond."

Charles stiffens, as Moira replies in puzzlement, "Emma Frost does have the ability to transform into diamond. I saw it for myself."

But Erik is no longer listening to her. He has gotten to his feet, green eyes blazing with dark anger. "Then that mutant is Shaw's right-hand," he says, narrowed gaze never leaving the closed doors of the mansion, "That's more than enough."

"No!" Moira glares at Erik, a voice a soft hiss. Her hand shoots out to grip his wrist "This is a covert operation. The CIA invading the home of a senior Soviet official - are you crazy_?_!"

Charles sees Erik snap his gaze to Moira, annoyance and anger behind his green eyes. "I'm not the CIA."

"Erik!" Charles calls out, but it is too late for Erik has already snatched his wrist away from Moira's grip, sprinting out of the bushes and towards the Russian mansion, losing the black hat which had formed part of his disguise in the process.

Charles watches, in a mixture of surprise and anxiety as Erik utilizes his control over metal to force the guards' weapons out of their hands. He lifts a hand up and the barrier rises, his other hand clenching to spring metal wires out of the bushes and clamp them around the helpless guards' throats.

"Erik!" Charles calls, louder this time. Yet he knows that Erik cannot hear him. The anxiety is taking over the surprise and frustration in his mind, and he quickly rises, as Moira says, "Charles, no!"

He turns to her, and immediately feels guilty at the worry in her eyes. He remembers her thought, _"I can protect him.", _remembers her frustration at Erik wanting to come along on the CIA's mission.

Yet, Charles knows what he must do. "I'm sorry." He says apologetically, sincerely as he meets Moira's worried brown eyes, "I can't leave him."

With those words, he leaves the safety of the bushes before Moira can shout his name. Charles grits his teeth, as he runs, past the barrier, past the violently subdued guards.

There is a guard groaning in pain, moving to get up, nearer to the mansion. With little hesitation, Charles takes a minute to stoop down, clap a hand on the guard's shoulder, and meets the guard's dazed eyes with his own, speaking in as firm a manner as he can manage with his lack of breath.

"Go to sleep."

The fallen guard obeys, and Charles glances at him before getting up and swiftly continuing on his way. He is panting lightly as he runs towards the mansion, and he feels a dose of gratefulness to Raven for dragging him along on her visits to the gym all those years ago.

The doors of the mansion are flung wide open, courtesy of Erik, and Charles wastes no time in entering the enemy's territory. The guards inside are lying on the floor, unconscious as well, and he gingerly steps over them as he advances forward in search of Erik.

He hadn't been lying to Moira – he couldn't leave Erik to invade the Russian mansion alone. Yet Charles knows he had not been telling the whole truth, that he had had another intention in following Erik, which even Erik did not know of.

Charles closes his eyes. He breathes in deeply, raising his fingers to his temple as he focuses on searching for Erik's mind.

It does not take long for him to locate it – the other man's mind is full of anger, desire for revenge, and battlelust. Charles snaps his eyes open, and with his fingers still held to his temple, proceeds to quickly navigate the mansion in search of Erik, and Shaw's telepath.

Erik is effortlessly dealing with a guard when he finds him, crushing his wrist using his watch. Charles watches him walk away, as the trigger of the gun levitated in the air is pulled and fires a fatal shot right into the man's heart.

Charles grimaces, he had anticipated the man's death and had made to guard his mind, but he could still feel the aftershock of the man's fear and horror before his death, his desperate emotions. Charles bites his lip, resisting the urge to squeeze his eyes shut and sprints after Erik.

"Erik wait!" He says, reaching out to clasp the man's shoulder. Charles pants as Erik turns to look at him. "Let me…go with you."

"I will kill Shaw's telepath if he does not tell me Shaw's location," Erik says, and Charles feels a cold chill down his spine. "Stay and catch your breath, Charles."

_"I have killed men with this hand. I am a monster, Frankenstein's monster."_

"Killing does not solve anything, Erik." Charles tries to reason with him. "You would regret your decision."

"There is little in life that I regret," Erik replies, and there is a tinge of emotion in his voice. He doesn't look at Charles as he advances forward. "Killing an associate of Shaw will not be one of them."

"So if you have business with Shaw's telepath, you better finish it while he's still alive."

"Erik," Charles says as he follows the single-minded man. "Shaw's telepath is a woman."

Erik does not stop in his purposeful stride. "Shaw's telepath is a ruthless and cunning man," he says, dryness in his voice, "I'm surprised you were deceived by his feminine appearance, but I suppose you have never met him before."

"_I have."_ The thought is in Charles mind as Erik comes to a stop, in front of two double doors which he roughly pulls open with his power, striding inside the room.

Suddenly, Erik pauses. Charles shakes himself out of his surprise and enters the room to stand beside Erik, only to stare wide eyed at the sight in front of him.

There is a man on the bed with red silk sheets, Charles assumes he is the General for he is reaching out greedy hands, speaking in Russian as he caresses the body of the half naked blonde woman on top of him, a dirty grin on his face.

"Pathetic."

The voice is smooth, as smooth as silk, yet it undoubtedly belongs to a man. Charles's heart is racing as he slowly moves his gaze to the right, where a blond man is sitting leisurely on the couch, his legs crossed. He is wearing long white pants and a pure white blazer over his bare chest. A pattern of silver lines the wings of his blazer from the neck to the ends of the white material, shimmering like sharp diamonds.

Charles thinks, dazedly, that the snowy white outfit complements his light blond hair which is framing his smooth, handsome face, as the man smiles at them, a cold, icy smile almost identical to how he had smiled in Charles's dream, blue eyes frosty.

"Good evening, Gentlemen."


	16. Chapter 15: Confrontation

I'd like to apologize - I haven't written for more than a month being busy wih life and my fanfic in the FMA fandom which was intriguing and I couldn't seem to stop writing. So to the people who've been waiting sorry for that - and for this much shorter chapter. Somehow it's harder to get the drive to write like before. I guess I'm losing interest in a fic again.

Well, thanks to those who read, waited and reviewed; hope you enjoy this chapter anyway. :)

Disclaimer: I don't own X-Men First Class

* * *

><p>"How nice to see you again." The blond man drawls.<p>

Charles stares, frozen on the spot by Emmett's icy gaze. However, he soon realizes Emmett is not speaking to him as he hears Erik growl, and turns to see his green eyes narrowed in anger.

"Frost."

Charles stares at him. Erik and Emmett knew each other?

"How clever," Erik spits, his lips curled in disgust, "Parading around as a woman and fooling even the CIA."

Emmett smirks, "Well, I am attractive in either gender." He shrugs.

He turns to look at the Russian general. Charles blinks and the blonde woman which Emmett had projected is gone, and the man is left staring in surprise.

He then notices Emmett, Erik and Charles. "Y-You!"

Emmett smiles. "Did you enjoy my services, dear sir?" He practically purrs.

The man stares at him in shock. Then he whips out a gun, and Charles gathers himself enough to react before he shoots a bullet at Emmett.

"Go to sleep." He says, holding out a hand, preventing the man from being shot by his own reflected bullet. Charles watches as the man's eyes closes and then he falls back onto the bed, the gun slipping from his limp fingers and onto the floor.

Emmett raises an eyebrow at him, and turns amused blue eyes to Charles, who hates his heart for skipping a beat. "Nice trick." He comments airily.

"Don't," Charles says, blocking Erik with a hand. He turns blue eyes to look at him warningly. "He'll only reflect the bullet with his diamond form."

Erik stares at him, then reluctantly releases his hold on the Russian general's gun.

"What will you do?" Charles sees Emmett smirking at them in amusement, sees Erik bristle with anger, "I've already gained the necessary information. Azazeal will be here any moment now."

"What are you planning?" Charles asks lowly, and Emmett turns his attention to him, blinking.

"Azazeal's prey," he says leisurely, but there is an undercurrent of something in his confident voice. His lips curl mockingly, blue eyes taunting. "Why don't you find out yourself, fellow telepath?"

Charles clenches his teeth. "Don't take me for a fool."

Emmett smirks at him. He moves to get off the couch. "Ah yes, I'd forgotten, you have prior experience. Pity."

He shifts into diamond form and leaps away as Erik charges at him, landing gracefully. Charles watches as Emmett walks leisurely forward, all the metals objects Erik throws at him ricocheting off his diamond form.

"Erik!" Charles calls, sprinting and nearly getting hit by a flying metal goblet. He grimaces and advances forward.

"My metal can't touch any part of him," Erik growls in frustration as Emmett pulls out a knife caught in the diamond hardness of his body. He snaps his gaze to Charles. "Can't you try accessing his mind?"

"Unfortunately, not while he's in diamond form."

Erik snarls. Charles watches as he grabs a knife from the air, and rushes forward towards Emmett, using his fist and the knife against him in combat.

"It's futile, Lensherr," Emmett taunts mockingly. He deals a diamond hard punch to Erik's stomach, knocking the breath out of him and sending him crashing against the nearby wall.

Erik growls. Charles sees Emmett advance forward toward him, sees Erik get to his feet, digging the metal blade of the knife to further imbed it in in diamond and twist it deeper into diamond skin.

Emmett's eyes narrow – and an image flashes in Charles's mind, an image of Angel screaming and falling towards the fire. He flinches as Erik shouts in pain and falls to his knees onto the floor, screwing his eyes tightly shut, face contorted in agony.

Charles's eyes widen as Emmett smiles, cold and dark through his diamond skin, "Those images will haunt you forever, won't they, Lensherr?" He says. "Your past is your weakness."

"Shut…up!"

Weakness- even someone as impenetrable as Emmett had to have a weakness. Charles thinks frantically, as he looks at Emmett's cold blue eyes, so different from the warmness in them when he was with Charlene-

Without thinking, Charles presses his thumb hard against the diamond on the invisible ring on his ring finger, and watches as Emmett jolts in surprise, his eyes turning their gaze to the vulnerable spot on his finger.

"What-"

Charles concentrates, letting the illusion- but not quite, wash over him as he steps forward, and smiles. "Emmett."

Emmett looks at him in surprise, then shock. "Charlene?" He breathes.

Charles looks at him, then turns his gaze to Erik. "We shouldn't use our telepathy in such a way, Emmett," he says smoothly but disapprovingly. "Stop torturing that poor man."

Emmett blinks, and Charles is almost surprised when Emmett listens and Erik heaves, panting heavily. He sees Erik stare up in surprise and confusion as Emmett walks towards him.

"Charlene, why are you here?" Emmett asks, eyebrows furrowed. "It's dangerous. You shouldn't be here."

Part of Charles is unsure about what he is doing. But as he walks forward and sees the concern in Emmett's previously cold blue eyes, he realizes Emmett hadn't been lying to him- to Charlene, at all.

Emmett is looking at him, and only him – the presence of Erik and himself – Charles; seeming to have disappeared from his mind.

"I discovered your location using my telepathy," Charles says softly in Charlene's feminine voice. He leans forward, reaching his hand forward to tenderly caress the spot on Emmett's ring finger, smiling up at him shyly. "I missed you, Emmett. I wanted to see you."

"I missed you too, sweetheart." Emmett confesses, eyes softening. He smiles, bending down as if to kiss him.

Charles returns his smile, and before Emmett's diamond lips touches his, he digs his fingernail harshly into the exposed area on Emmett's finger, swiftly flinging his mind into Emmett's as he gasps, then yells in pain as Charles tugs on his nerves.

Charles whirls to face Erik as Emmett recoils, grimacing, and shouts, "Now, Erik!"

Erik looks at him in shock for a moment before comprehension dawns across his features. Charles draws away from Emmett as Erik moves to tackle him, pushing him against the wall and causing him to grunt.

Charles watches as Erik flicks out his hand, and there is a creaking noise before golden tendrils of metal shoot out to wrap around Emmett's arms and legs and binding him to the wall.

"What the fuck?"

Charles pants. He removes his perception of Charlene, releasing his hold on Emmett's nerve endings. He and Erik share a glance before they advance forward towards the trapped telepath.

Charles speaks first, voice trembling slightly. "You let your guard down."

Emmett's eyes widen in realization. "You-telepath," he growls. "You fucking bastard, you used her against me."

"And you allowed it," Charles retorts. He bites his lip. "She was there, at the edges of your consciousness."

He was lying – wasn't fully telling the truth, but Emmett didn't need to know that. He didn't need to know that the reason he had been so affected – the reason a telepath like him had been fooled, had believed that Charlene had really been there, smiling at him – touching his hand; was because she had. It had not been a mere illusion at all.

"Don't waste time, Charles." Erik speaks roughly, snapping Charles out of his thoughts. "Shaw is moving on with his plans as we speak."

"Find out what he is hiding."

"He is still in diamond form." Charles pointed out.

"Just distract him like you did earlier."

Charles shakes his head. "It is unlikely I would be able to sustain it like before," he says. "His guard is up now."

"Fine." Erik says. He sweeps his hand to the side and another metal tendril from the luxurious bed flies through the air. It catches onto Emmett's diamond neck, curling around in a vice like grip. "I'll just have to use force then."

Charles watches, apprehensive, as Erik uses his mutation to tighten the metal around Emmett's neck. He sees Emmett's eyes harden defiantly, his solid diamond body unmoving. Erik's eyes narrow and he crushes his hand into a fist.

Emmett chokes, wincing and Charles chews on his lip. He inhales, speaking heavily. "Erik, that's enough."

But Erik isn't listening to him. His eyes narrow even further, and Charles sees the malice in them as tiny cracks appear on Emmett's diamond form.

_"I will kill Shaw's telepath if he does not tell me Shaw's location."_

Charles squeezes his eyes shut, then snaps them open in Erik's direction, bellowing. "ERIK THAT'S ENOUGH!_"_

Erik stops. His forehead is beaded with sweat from exertion of his mutation, his hair messy as his enraged green eyes shoot daggers at Emmett. Scoffing, he turns and strides heavily away. "He's all yours."

Charles tries not to think of the unintended implication of Erik's statement. He watches as the golden metal uncoils itself from around Emmett's diamond neck, falling limply to the side.

"I apologize for his forcefulness," Charles says steadily as he meets Emmett's eyes.

"That is not what bothers me." Emmett says icily.

Charles inhales. "If you cooperate I will not use her against you." He replies heavily.

Emmett smiles frostily at him. "And you call yourself the good guy." He says. "It's a bit too late for that, isn't it?"

"As a fellow telepath, I am sure you can understand," Charles merely says, "That in certain situations our powers have to be employed to their usefulness."

There is a moment of silence, before Emmett speaks. "You are so different from her," he says. His eyes are like cold blue glaciers and Charles almost shivers at the coldness in his voice. "She is not my weakness. She is my strength."

_She is my strength_. Emmett had said Charlene is his strength – what makes him strong; Charlene and not him. Charles feels his heart clench in hurt at Emmett's words as the telepath allows his diamond form to shatter.

"I know." Charles murmurs softly, and he keeps all thoughts of Charlene – all thoughts of Charlene and Emmett out of his mind as he places the finger with the diamond ring against his temple and pushes gently into Emmett's mind.

It is the second time he has been able to access Emmett's mind without any resistance, and Charles inhales to keep his focus. Staring into Emmett's cold blue eyes, he weaves through the other telepath's mind, carefully searching for his most recent memories.

He sees Emmett and him – no, Charlene. Charles bites his lip and continues on, as Emmett meets his gaze unflinchingly.

"I don't like you in my mind." He says, and Charles blinks as there is a flash. He inhales, then moves to access it.

_He sees a landscape, a barren, grey landscape on fire – the flames having burnt the brunt of it, leaving nothing behind but ashes and tiny debris and skeletons – human skeletons._

_The scene switches, and he sees the same landscape, but over a sharp edged cliff. There are people on it, people who he realizes are Emmett, Riptide, Azazeal, and Shaw._

_They are looking proudly at the scene of destruction and devastation, of once proud palaces and buildings and houses broken down into nothing but dust and debris. Shaw is standing at the front, tall and solid, much more solid than the remains of the humans on the dark ground._

_Emmett is at his side, his frosty blue eyes looking straight at him as Charles hears Shaw's majestic voice. "We are the children of the atom. Radiation gave birth to mutants. What will kill the humans will make us stronger."_

_It is then that Charles realizes the scene is one of a nuclear war- the aftermath of a nuclear war, where only a few people – no, mutants were left alive, left to reign over what was left of the once vibrant Earth._

_The scene switches again. Shaw is sitting in a black, rotatable chair. He turns around, smiles grimly as he rests his chin on the back of his hands. Emmett is sitting leisurely on a pure white armchair, while Riptide and Azazeal flank Shaw like the guards of a King, their faces blank and stoic._

Charles withdraws from Emmett's mind in stunned silence. He meets Emmett's blue eyes filled with the satisfaction in his smile, as he drawls, "Magnificent, isn't it?"

The telepath senses Erik behind him before the other man speaks. "What did you see?"

"World War Three," Charles whispers, and Erik's green eyes widen. He bites his lip. "This is worse than we previously imagined."

He turns back to Emmett, future plans running through his mind. They had to stop Shaw. If he was planning on starting World War III the most likely way he would do it is by playing his pawns – playing the two most powerful countries in the world like mere pawns in a chess game – the two countries who had all the nuclear power Shaw needed for his plan in their arsenal.

Shaw would escalate the tension between the USA and USSR, America and Russia. And if he had sent Emmett to Russia, there must be something he needed to find out from the Russian general – something involving Russia and nuclear weapons. Shaw most likely would make Russia play the first move, knowing America would follow suit.

And from then on, it would be possible catastrophe.

They couldn't let that happen – couldn't let millions of innocent human beings die because of Shaw's merciless plans and selfish goals. Charles frowns, inhales and speaks quickly. "We're taking you back with us. The CIA will no doubt want to question you themselves."

Emmett snorts, a smirk playing across his lips. "CIA? Fine," he says mockingly, blue eyes narrowed, eyebrows raised.

"Though somehow, _I_ doubt they'll have time for that."


	17. Author's Note

it seems I've been doing this a lot lately, making notes like this.

Sigh. Anyway as you may have already guessed, this story is going to be on a hiatus. I don't know when I'm going to continue it, probably at the end of the year after my exams. I'm also kind of busy with life and writing for Digimon. And well, the Emmett scene which is supposed to be in the next chapter is in my other com which has crashed...and I haven't gotten it repaired for some time. I spent a lot of time on that scene...so I hope I can get it back. Not to mention those other scenes for my other fic...

Anyway, yeah. Sorry for such a long wait and this disappointment. But I haven't decided to discontinue this story, yet. Thanks to everyone who read and reviewed, and for just being interested in my writing. I guess I needed that.

-YB Fan


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